Out of the Ashes
by msdevindanielle
Summary: The team tries to figure out how to move forward after the events of Captain America: The Winter Soldier. And what does HYDRA want with Ellie? Set in between Turn, Turn, Turn and Providence. Sequel to From the Flames of the Past.
1. Chapter 1

PART TWO

_She was shivering. Her small hands pounded on the ice, trying to break through the thin barrier separating her from the even smaller hands on the other side. Someone was screaming for help._

_And it was all her fault._

_She looked around at the empty wasteland, knowing that there was no one else for at least a mile. The screams were her own. No one was coming._

_And it was all her fault._

_She tried to calm down long enough to search for a crack in the ice. She found one a few feet away, but it'd already been too long._

_And it was all her fault._

_She plunged her hand into the water._

* * *

Her senses came back slowly, as if her body were testing them out one at a time. She heard the sound of footsteps pacing a few meters away, the steady rhythm raising up dust mites on what sounded like a stone floor. She slowly opened her eyes, but the world around her was the same pitch black as before. The inside of her mouth tasted rotten, like she hadn't had anything to eat or drink in a while. She tried to remember where she was. It felt like she was lying on some sort of bed made out of canvas. A cot, maybe. Why would she be lying on a cot?

As her eyes started to adjust to the dimness around her, she slowly tried to sit up and realized that her hands and feet were both tied together.

Oh.

Right.

She opened her mouth to cry out, but her voice caught in her throat from disuse. The footsteps stopped.

"You're awake. Oh, thank God."

Ellie looked up into the face of the man who had taken her captive. As he took a step forward, she shrunk back from him so severely that she fell off of the cot. She knew she wouldn't be able to get away, but she still made a desperate attempt to get to the corner. She was shivering, and every muscle in her body screamed for her to stop moving, but she had to get as far away as possible from him.

"Hey, hey, take it easy," the man said, holding up his hands in a gesture of conciliation. "I'm not gonna hurt you."

"Oh, really?" she said scornfully, and cursed herself for the weakness in her voice. She mustered up all the venom she could. "You think I'm supposed to trust _you_, when you bloody knocked me out?"

He groaned a little. "I'm _really_, really sorry about that, okay? I had to get you out of there before-"

"Oh, I'm sure you're _sorry_," she spat. "Tying me up down here doing God knows what to me while I've been unconscious."

His face seemed to a pale a little and he opened and closed his mouth, apparently at a loss for words. Ellie felt her burst of energy fade as she remembered the conversation she'd had with him before she'd blacked out. How Project Phoenix had just been a cover-up for HYDRA's influence at S.H.I.E.L.D. How he had been recruited under false pretenses, too. How someone had run in saying they'd been made. She thought the other man had said his name was Pollack.

Ellie didn't know his story. But the fact of the matter was that she was tied up in a dark, cold cell. And he wasn't.

"I…I would _never_-" he stammered.

"All right, all right, don't get your panties in a twist," she said, weakly rolling her eyes. "Do you have any water, by chance?" She hated having to ask him for anything, but her throat was so parched that she was fairly certain she would start hallucinating soon if she didn't get something into her system.

A look of realization dawned on his face. "Yes, yes, of course. Just hold on."

He quickly walked over to the cell door and held up his hand through the bars as he locked it behind him. "I'll be right back. Just…stay right there."

As he took off down a dark hallway, Ellie half-heartedly shouted, "I don't exactly think that will be a problem."

Out of the corner of her eye, she noticed a flash of light, and nearly jumped when she turned her head. There was another person standing outside of her cell. He held himself upright, hands folded in front of him, and she thought she could see the handle of a gun peeking out of his waist. He paid no attention to her, eyes fixed steadfastly in front of him. There was something about him that disturbed Ellie, and it wasn't just the fact that he was obviously guarding her cell, making sure she didn't escape. It was something in his eyes. She couldn't tell in the dim light, but they seemed empty, not at all like the kind eyes she saw in her other captor.

Ellie scolded herself. No matter how nice he seemed, Pollack had still knocked her out and he was still instrumental in her capture. She didn't, and couldn't, trust him. But from what she could tell, he had never kidnapped someone before. In all honesty, he actually seemed pretty clueless. She realized that he was probably just as much of HYDRA's pawn as she was.

No, she didn't have to trust him. But maybe she could use his naïveté to her advantage.

She tried to move to a sitting position, and rested her back on the cold stone wall behind her. She moved around a little until she was certain that she felt the cool metal object resting on her sternum. Good. So HYDRA hadn't found it. She let out a small sigh, surprised at the relief she felt. No matter what had happened to her while she'd been unconscious, her clothes had definitely remained on.

After a few moments, she heard the sound of hurried footsteps in the hallway. Pollack was returning with a glass of water in one hand and a small plate in the other.

"Hey, buddy, would, uh, would you mind…?" He was looking at the silent guard, nodding towards the door and gesturing that his hands were full.

There was a pause, and Ellie was starting to think that the guard was actually a statue and not a person at all, before he suddenly moved towards the door and unlocked it, holding it open for Pollack. Pollack gave him an awkward nod, and was about to walk through the door when the guard placed his hand on Pollack's arm.

"Hail HYDRA," the guard said in a monotonous voice. Ellie was grateful that she had nothing in her stomach, because she would have almost certainly vomited. For his part, Pollack looked everywhere but directly at the guard.

"Yeah, uh, ha-hail HYDRA," he said, nodding and looking like he very much wanted the guard to stop touching him. The guard's hand remained where it was for an uncomfortable amount of time before he gave a curt nod and stepped back out into the hallway.

The look on Pollack's face when he turned towards Ellie, eyes widened and mouth slightly open in shock, was so amusing that it almost made Ellie laugh out loud.

Almost.

Pollack shook his head and seemed to remember why he had food and water in his hands. He quickly walked over to Ellie and knelt down in front of her. By the time he held the glass of water up to her lips, she felt like she was going to cry from anticipation. How long had she been unconscious? Surely she shouldn't be so dehydrated. Halfway through the glass, she was drinking so greedily that a little of the water ended up spilling on the floor in front of her.

"Ah. Damn it. Sorry," he said, gently wiping some of the water off of her chin.

"You know, this would be a lot less troublesome for you if you, you know…" she held up her bound hands, giving him a rueful smile.

He smiled back at her, but nervously glanced behind him before lowering his voice. "I'm not really supposed to…"

"Oh, please," she said, plastering a wide grin on her face and trying to appear as innocent as possible. "Like I could get past you. You're so big and strong, I'd hardly make it three steps."

The look he gave her in response was one she hadn't been expecting. It was as if he knew exactly what she was up to. But he must have thought there was some truth to her words, because he glanced behind him again before untying her hands.

As soon as he began to untie her feet, she raised her legs and kicked him in the jaw, sending him stumbling backwards. She reached one hand down the front of her jumper and brought the small metal object to her mouth. Pollack immediately recovered himself and hurled himself at her, catching her hand in his and pulling the object from her lips.

"What the _hell_ do you think you're doing?" he hissed at her. "Are you trying to get yourself killed?"

She glared at him as he yanked the chain off of her neck and sat up. "And don't you ever try something like that again," he shouted, surreptitiously sneaking a glance behind him. The guard was in the same position as before. He turned back around to face her and gave her a look of barely concealed annoyance.

"Seriously," he murmured, leaning in closer to her. "What were you even trying to accomplish with this...?" He looked down at the object in his hands. "Is this a dog whistle?" he asked in bewilderment.

"Give it back," she ordered, trying to grab it from him. He held it up over his head.

"Not a chance," he whispered. "You think HYDRA would be okay with me letting you have this? No way. Even if it is…just a dog whistle." He smiled at her, a look of disbelief on his face. "I mean, a _dog whistle_?"

Ellie huffed out angrily, ignoring him as her eyes fell on the plate of food a few feet away. It wasn't much, really, just a chunk of bread. It hardly looked appetizing anyways, but the mere sight of it made Ellie's mouth water. She reached over and snatched it up, biting down on the hard crust. As soon as the first morsel of the stale bread registered on her taste buds, the hunger pains attacked at full force. Before she could stop herself, she was shoving the bread in her mouth, barely swallowing one piece before taking another bite.

Pollack placed his hands on her wrists, forcing her to stop. "Hey, take it easy. You need to slow down. If you eat too fast, you're gonna hurl."

She paused, and it took a lot more strength than she was comfortable admitting to not cry. "Blimey, how long have I been out?" she whispered.

"Three days," he replied as he released her wrists. She slowly nodded and began to take smaller bites. Her stomach was crying out in agony, but she knew that her digestive system was in a fragile state if she hadn't eaten in three days. _Three days_? How much had she missed?

"Where's Sitwell?" she asked, another icy fear taking hold of her as she remembered him shooting her with the dendrotoxin.

Pollack scoffed. "Sitwell. He's the one who got to you, too, huh? Figures. No, Sitwell isn't here. I don't know where he is. He's probably off somewhere in a nice comfortable office at S.H.I.E.L.D. far, far away from any real danger."

"And…where are _we_, exactly?" She didn't want to talk to him, but he seemed to be pretty willing to answer her questions. She leaned back against the wall, resting her head on the stone.

He shook his head. "One of HYDRA's old bunkers, I guess. Somewhere on the east coast?" He glanced down at his hands. "I'm sorry. That's all I can tell you. But to be honest," he lowered his voice. "I don't really know where we are either."

There were so many things that didn't make sense. "But…why would HYDRA kidnap me? Why not just kill me?"

Pollack met her eyes, catching her off-guard. He paused. "They need you to make something."

"Make what?"

"I don't know, Ellie." He looked at her pleadingly. "But you'd better give them what they want. Who knows what they'll do to you?"

Despite the gravity of the situation, she couldn't help but notice the most trivial of details. She smiled and closed her eyes, a wave of tiredness washing over her. "You know my name, but I don't know yours."

He seemed to weigh his options for a few moments before coming to a decision. "It's Benny."

"Benny," she repeated in a whisper. After a beat, her eyes flew open. "Wait. Benjamin Pollack. I know that name. Why do I know that name?"

An inexplicable look of embarrassment passed over his face. "Yeah, uh…I may or may not have been recruited by S.H.I.E.L.D. after committing a few…felonies with one of those alien weapons from the Battle of New York," he said sheepishly.

Her jaw dropped. "You mean _you're_ the one who stole item 47? But…that was the only weapon found on the ground that wasn't dormant." Despite herself, the scientist in her couldn't help but ask, "How on earth were you able to reverse engineer the technology?"

Benny shook his head. "Honestly, I have no idea. But whatever mojo I have that made it work, Project Insight was _very_ interested in using it to activate more of the weapons."

Ellie's stomach plummeted at the thought of HYDRA having access to activated Chitauri weapons, but there was something he had said that was confusing. "Project Insight?"

He waved a hand dismissively. "Phoenix. Insight. 'Out of the shadows, into the light.' It's all the same thing. It was all HYDRA's way of rising up out of S.H.I.E.L.D."

"But that doesn't make any sense. S.H.I.E.L.D. was founded to _defeat_ organizations like HYDRA in the first place!"

Benny raised his eyebrows. "Then what better place to hide out in? I mean, think about it, Ellie. All those resources. All that intel. With the right people and the right leverage, they could bide their time until they were ready to strike again. I hate to admit it, but it's kind of ingenious."

Ellie didn't even want to think about those implications. It was too absurd. If what Benny was saying was true, then everything Ellie had been working for had been a lie. No. She refused to believe that S.H.I.E.L.D. could have been so heavily infiltrated by HYDRA. Yes, there may have been factions, but at its core, the organization existed to protect the world. Ellie just happened to have found herself on the wrong side of the civil war.

"And why are _you_ here, Benny?" she asked quietly.

He looked down at his hands. "Same as you. Got invited to join a project, project turned out to be fuelled by evil, it was too late to get out, and before you know it…" He opened up his arms and gave her a little bow. "Here I am."

For some strange reason, Ellie thought he was trying to get her to smile. "No, I get that, but why are you _here_?" She lowered her voice. "What have they got on you?"

There was a long pause as he caught her gaze, and his eyes were filled with so much pain that she suddenly didn't want to know.

"They have my girl," he whispered.

There was a loud clang and Benny immediately stood up to greet the three men that entered the cell. Ellie tried to make herself smaller by shrinking further into the corner, but the man at the center of the group marched right up to her. He was dressed like a military man, a general, perhaps, or a colonel of some sort. He smiled down at her, but it resembled more of a grimace, and it did nothing to assuage the sense of foreboding Ellie felt settle in her bones.

"Ah, so she's finally awake. Excellent." A look of concern passed over his face and he glanced over his shoulder at Benny. "But what is she doing on the floor? Is that really the proper way to treat our guest? To be honest, Benjamin, I expected more from you."

Benny quickly walked over and helped Ellie stand up. Her legs wobbled a little at first, but after a few seconds she felt confident enough to stand on her own. She gave Benny a small nod in thanks, but he held on for just a moment longer, looking at her as if she would fall right back down to the ground if he moved away.

She turned to face the man in front of her. She wasn't entirely familiar with American military insignias, but from what she could tell, he was a high-ranking officer in the Air Force. The name plate on his right pocket read "Talbot," but that didn't really mean anything to her. As far as she was concerned, he was another person standing between where she was now and freedom. And there was also the troubling fact that he was associated somehow with HYDRA. She raised herself to her fullest height, and even though the top of her head couldn't have even reached his collarbone, she poured as much hatred in her voice as she could to make up for the discrepancy.

"And I suppose you treat all of your _guests_ as if they're some kind of criminal, locked up in a dark cell with barely any food or water?" She scoffed. "Boy, I'd sure hate to come round your house for Christmas."

He gave her another grimace. Ellie had only known him for about a minute, but she could already tell that he wasn't accustomed to having to sweet-talk his way through things. "We're sorry for having brought you in the way we did, but we run a very delicate operation here. We needed to make sure that you were unable to divulge our location. But I assure you, if you'll help us, you will be treated with the utmost respect, not to mention receive much nicer accommodations."

Ellie glared at him. "And if I don't?"

His face remained unchanged, but she noticed a small twitch near his lips. He cleared his throat. "Why don't you at least hear what it is we're asking of you?"

Despite herself, Ellie shook her head in bewilderment. "I don't understand. What could _I_ possibly offer you?"

Talbot began to pace in front of her, but his eyes remained fixed on her face. "We've looked through your file, Dr. Simmons. Your work has been very impressive. Unfortunately, as you know, most of the pharmaceuticals you've developed have been destroyed. But," he paused. "We're confident that you will be able to recreate them. One in particular, actually. I believe you call it the GH-325?"

She tried not to show any surprise in her expression. "I don't know what you're talking about," she said slowly.

The grimace disappeared. Good. Ellie hated this man and his false pretenses anyway. She would rather know what she was really facing than be lulled into an artificial sense of security.

"It appears Dr. Simmons has forgotten all about her work. What do you think? Does it look that way to you?" he asked one of the other men in the room.

The guard nodded in response, even though he avoided Talbot's eyes. "Yes, Colonel."

"Yes, it does," the colonel repeated quietly, and then he smiled at Ellie. It wasn't a grimace this time. It was an actual smile.

And it was the most terrifying thing Ellie had ever seen in her life.

"That's a shame. But maybe all you need is a little help remembering." He motioned to the two guards, who began walking towards her. She knew it would be futile to resist, but she squirmed in their grasps anyways.

"I'll never help you," she vowed as they marched her past Talbot into the hallway. She had no idea where they were taking her. When his voice responded from behind them, she felt a chill run up her spine.

"Well, I wouldn't be so sure about that. Everyone has their…limits."

* * *

_The scene around her changed. She was now standing in a hallway, hands held behind her back. This time she kept her screams inside. But they still coursed through her as she heard Garrett's smug voice coming through the speakers._

_"All right. Let 'em have it. But shoot that one in the kneecaps."_

_Part of her was furious with him for standing up to Garrett, but the bigger part of her had never been more proud. She pleaded with Agent Hand to explode the doors and interfere, but Hand didn't wanted to risk more men without knowing what was happening on the other side._

_That's when the lights went out._

_And that's when the shooting began._

_She bit down on her lip to keep from crying out. They needed to get in there. She needed to get in there. She couldn't even process what was happening. HYDRA. Gunshots. Fitz. Without her. Everything was wrong. Everything was wrong. Everything was wrong._

"Jemma," a voice said softly. "Jemma, wake up. It's just a dream."

Jemma sat up abruptly, breathing heavily. She placed her hands on her neck and briefly closed her eyes, trying to calm down. Had it really all just been a dream? She turned her head to see Fitz looking at her with concern, and it took her about five seconds to figure out where they were.

They were sitting on one of the Bus couches. She looked around the common area, which was covered in little shards of glass. A few feet ahead of them was the broken pane that had been shattered when they'd been attacked at the Hub. As Jemma took in the destroyed S.H.I.E.L.D. symbol, her heart fell. She was awake, but the nightmare had been real.

She felt Fitz's eyes boring into the side of her face.

"Hey," he said quietly. "You okay?"

"Yes, Fitz, I'm fine," she said a little too tightly. She suddenly realized where she was. "Did I fall asleep here?"

Fitz avoided her eyes, his ears turning pink. "Yeah, uh, I think, uh, I think we both did, actually."

Jemma remembered helping Fitz assess part of the Bus's damage the night before. After a few hours, they had gone up to the common area and told the cleaning crew to come back in the morning. She had looked around in despair at all the broken glass, and Fitz had wordlessly held her hand as she'd let out a few tears. Everything she had worked for, everything she had given her life to for so long, was gone, shattered like the broken symbol in front of them. Fitz had cleared off the glass from one of the couches and as she curled up into his side, she tried not to think about how she had almost lost him that day. Jemma knew that they would have to talk about everything eventually, but she was content to just sit with him in silence, surrounding by the broken remains of what had become their home since they'd joined Coulson's team.

Obviously, somewhere in that time, they had fallen asleep. Jemma didn't really care. It was hardly the first time she had passed out with Fitz. They spent so much time working in the lab that they often lost track of their sleep schedules, and they'd both had their fair share of crashing on the lab benches. Even back at the Academy, they had endured several all-nighter attempts together for some of the harder exams. No, falling asleep next to each other was nothing new to them.

But something was different this time. Fitz was scratching the back of his neck and still avoiding her gaze. Jemma was about to ask him why he was acting so weird when she noticed a small red mark on his right cheek.

"Fitz," she said, reaching out to lightly touch his cheek. "What happened? That's not from yesterday, is it?"

Fitz chuckled and shook his head. He had a smirk on his face.

"What?" she asked, hating when Fitz knew something she didn't.

He looked her in the eyes and pointed at his cheek. "This was all you, sister."

Jemma snorted. "I beg your pardon?"

Fitz dropped his look of mock accusation, glancing down at his hands. "Yeah, you were, uh, having some kind of nightmare, I guess." He laughed a little, but Jemma could tell he was just trying to make light of the situation. "Woke me up with all your thrashing about."

She felt her cheeks burning. "I…oh, bloody hell, Fitz, I'm sorry."

Fitz shook his head, waving his hand indifferently. "Don't worry about it. Besides," he sighed as he stood up. "Everyone already knows you can't keep your hands off me."

Jemma rolled her eyes, but she couldn't help but smile. Fitz might make lame jokes, but at least he was alive to make them. "Come on," he said, holding out a hand to help her off the couch. "It's gonna be a long day. The crew's probably going to arrive any minute now, and I don't know about you, but I have never wanted breakfast more in my entire life."

Jemma had to admit that she was feeling quite peckish herself. But there was something she had to do first.

"You go ahead, Fitz. I've got to go talk to Coulson about something."

"What about?"

"Oh, it's…nothing important," she lied.

He raised his eyebrows at her, but she spun on her heel before he could interrogate her any further.

"Jemma," she heard him say softly. She stopped in her tracks, not wanting to turn around and see the mirror of her own worry. But it was Fitz.

"Yeah?" she said, forcing a smile and turning to see that he was still standing where she'd left him, in the middle of the sea of glass. She had the sudden urge to run up to him and throw her arms around his neck, just to make sure that he was still there. She remained where she was, but she felt comforted knowing that in the midst of the turmoil that they were enduring, she still had him. They still had each other.

"I'm sure she's fine," he assured her. "She got out to the Sandbox before the siege."

Jemma shook her head. "You know, Fitz, everyone's always telling me how bad of a liar I am." She turned around and headed for the exit. "But you're hardly much better."

* * *

**A/N**: It's not necessary in order to understand the story, but watching the Marvel one-shot "Item 47" (found in the extras for The Avengers DVD) might help give a little insight into Benny's character/story. (He's totally a real character - I didn't make him up!)


	2. Chapter 2

She ran her finger over the crest for probably the hundredth time.

Skye tried not to let her disappointment get the best of her, but the fact that she had only had her S.H.I.E.L.D. badge for maybe a grand total of two days before the organization collapsed in on itself felt like a big "screw you" from the universe. She didn't think anything could hurt more than not having a family or a place to belong to, but she had been wrong. She _had_ found a family _and _a place to belong, but all of that had been ripped out from under her. She was right back where she had started.

Why hadn't she listened to herself? Hoping for something and losing it _always_ hurt more than never hoping for anything. But she had let the team get under her skin. She had fallen in love with them and the Bus and actually trying to help people make sense of all the crazy that was happening in the world. And now all of that was gone.

Well, maybe not _all_ of it.

She absentmindedly brought her fingers to her lips. Had she really kissed Ward? And had he really kissed her back? It was so weird, and yet...it had strangely made sense. They were so different, and when she had first met him, he had represented everything she'd been against. But he had stuck with her as her supervising officer even when she had been painfully annoying. He had saved her life more times than she liked to think about. And, well, he was definitely not ugly.

But Skye knew that whatever was happening between them would probably have to wait. After all, he had just found out that a man he had trusted for so long, a man who had trained him to be the S.H.I.E.L.D. agent he was, had betrayed them all. Skye's stomach still dropped whenever she thought about Garrett. He had been so nice to her, making her think that he had risked his life to save her, when all along he had been the one to almost send her to her death. But she knew that the betrayal she felt was nothing compared to what Ward was feeling. She had been nervous when she'd seen him accompany Agent Hand to the Fridge, and even though Skye knew that he could handle himself, she also knew from the whole Berserker incident that Ward could be downright scary when he let his anger get the best of him.

She hoped he would return soon. Having him gone, especially with S.H.I.E.L.D.'s current state of affairs, felt wrong. She didn't know what the future held for them, but she knew that he was an instrumental part of their team. And despite all of her walls, he had somehow managed to capture a little of her heart. Okay, a lot of her heart.

And then there was the rest of the team. FitzSimmons, two people she would have steadfastly avoided in high school, had oddly become her best friends. May, with her steely gaze, always the voice of reason, always there to kick ass and save the day, had grown to hold a spot in Skye's heart as well, even if she had gone behind all of their backs and reported to Director Fury.

And there was Coulson, of course. Coulson, who had believed in her abilities from the beginning. Coulson, who had forgiven her even after she had let him and the team down. Coulson, the man who always did the right thing, had shown her how powerful trust could be. She worried about how this HYDRA situation would affect him. He had dedicated his life to S.H.I.E.L.D., giving up all semblances of a normal existence in order to make the world a better place. She may have had the rug pulled out from under her, but his foundation had crumbled, too. And his foundation was a lot older than hers.

Skye was still in a state of shock. She had spent so much time trying to reveal S.H.I.E.L.D.'s secrets to the world, and now that they were out there, she didn't feel any better. She didn't feel safe. She felt vulnerable.

But she did have these people with her. So Ellie had been right after all. This crazy ragtag group had become her family. But Skye didn't know how long that would last. She had a strange sense of foreboding that the team was not going to be a team for much longer.

"Skye," a voice jarred her out of her thoughts. She quickly set her badge down on the Bus counter and turned to face Coulson.

"Yeah?" she replied.

"Are you up for a project?" he asked. There was a smirk playing on his lips, but she could tell that he was trying to put on a brave face for the rest of them.

"Sure, what is it?"

"I'd like to put you in charge of fielding all communications from the other S.H.I.E.L.D. bases. We don't know which ones are ours and which ones are HYDRA's, but we should be receiving word from at least a few of them soon. And I'd like to make sure I have someone I trust on this end of the line."

Skye tried to keep her face neutral as she responded, but she couldn't keep from smiling. The fact that Coulson trusted her enough with something so big nearly brought tears to her eyes. "Yes, sir. Shouldn't be a problem." He nodded, but she suddenly realized something. "Oh! Coulson," she said, feeling bad for having a dilemma when she wanted to be of as much use as possible. "Sorry, but the Bus's systems are still offline. How should I be fielding the comms?"

Coulson smiled at her. "You're a S.H.I.E.L.D. agent now, Skye. Feel free to use the Hub's control room."

Skye refrained from arguing with him about her title and simply nodded in response. "Thank you, sir."

As soon as he left the room, Skye gathered the equipment she would need. She opened up her tablet and noticed that she still had everyone's psych evaluations on display. She tried to exit out of the program, but her tablet momentarily froze, so in a fit of frustration she started tapping the screen repeatedly. The screen unfroze and she was about to close the program when the name on top of the current psych evaluation caught her eye.

Jemma Simmons.

Skye knew it was wrong of her to look into her friend's personal information. But she couldn't help herself. She was naturally a curious person. And besides, it wasn't like Simmons would have anything incredibly scandalous in her report. Her favorite food was probably tea and biscuits and the most traumatizing thing to ever happen to her was probably receiving an A- in, like, the third grade. As Skye scrolled through the file, she laughed a little to herself. She hadn't been completely off.

She slowed down around the heavier stuff. It still wasn't very surprising. The agent had noted the close personal and professional relationship between FitzSimmons, but had said that they worked very well together and that he enhanced rather than inhibited her work. The evaluation also talked about Simmons's particular attention to protocol and her academic brilliance. In short, everything Skye already knew.

But it was the "Defining Moment" section that she found confusing. The official response read "receiving a PhD in biochemistry from Cambridge University," which by itself wouldn't have been very mystifying. But scribbled in the margins was something written in cramped writing. Skye squinted to make out what it said. There was a line crossed out through it, but she was pretty sure the letters spelled out "Redmires Cove," followed by a question mark. There was nothing else in the report that even mentioned anything about the cryptic phrase, and in the notes the agent had just marked the stamp of approval for Simmons's badge.

Skye was confused, but she quickly closed out of the evaluation and erased the data from her tablet. For some reason, she felt that she had intruded on something private. Well, that was exactly what she had done, but there was something about those two words that felt off to Skye. Why would they be written in the margin? And why would there have been no other mention of it? She wanted to know more, but she knew she couldn't bring it up to Simmons without revealing the fact that she had been snooping. Skye decided to push the mystery into the back of her mind and focused on the task ahead as she headed towards the Hub's control room.

* * *

She stopped squirming after a while. She figured that wherever they were taking her, she would need as much of the strength she had left as possible. Her stomach no longer growled in hunger, mostly because her encounter with the colonel had effectively destroyed her appetite, but the dryness in her mouth wouldn't go away. She needed more water.

They ushered her into a large room after weaving through a series of stone corridors. She squinted under the fluorescent lighting, her eyes needing a few seconds to adjust after being in the darkness for so long. As Ellie looked around the room, she felt bile rise up in her throat.

Right in the center of the room sat a metal chair, much like one found in a dentist's office. A large table running along the back wall held what she recognized as a plethora of Chitauri weapons, and there was a smaller table next to the chair with various metal instruments arranged around a curious box. She began to squirm again as the two men strapped her in the chair, tying down her arms and legs.

Ellie tried not to show the fear on her face as the colonel slowly walked towards her with his hands behind his back. Her eyes traveled almost involuntarily to the table next to her, settling on the strange box she had noticed earlier. Small electrodes hung from wires off the side of the table, and she thought she could see a couple dials on the side facing behind her. The box appeared to be some sort of electroshock generator, except it wasn't like any other electroshock generator Ellie had ever seen. None of the machines she had ever dealt with had emitted a mysterious blue glow.

The colonel seemed to notice where her gaze had wandered.

"Ah, yes. An impressive beauty, isn't it?" He placed one hand on the box, staring at it with a disturbing pride.

She hated her curiosity. But she couldn't help herself. "What is it?" she breathed.

"Oh, just something we've been playing around with. Benjamin here actually helped us out with this one." He gestured behind him to Benny, whose wide eyes and blanched face indicated that he had no idea what Talbot was talking about. As soon as the colonel turned back around, Benny tried to subtly shake his head in Ellie's direction.

"You see, Dr. Simmons, as I'm sure you're well aware, we picked up a lot of Chitauri weapons on the ground after the Battle of New York. Most of them were dead, but our man Pollack was able to get one of those weapons to work. So we brought him onto the Think Tank and by God, son, you really have opened up so many doors for the future of weapons manufacturing."

Talbot walked over to the long table near the back of the room, picking up one of the Chitauri staffs. Ellie had seen one before, but they still confounded her. It resembled something of a cross between a rifle and a spear, and when activated, the rifle-like end was able to emit some sort of electrolaser beam. But until now, none of the staffs she'd seen up close had actually pulsed with blue light. From her limited knowledge of Chitauri weaponry, she figured the light was somehow related to Tesseract energy.

The colonel turned around quickly, using the staff to point to the box on the table. She automatically cringed further into the seat. The line of fire from the weapon was dangerously close to her body. Talbot didn't seem to notice her discomfort.

"We were able to take the fuel from _this_ weapon, which our men here have said resembles some kind of plasma, and develop our very own shock generator. Now, I know what you're thinking," he said as he set the staff back down on the table. "Why bother making a new generator when the old one did the job just fine? Well, the simple answer is…we're lazy." A short sound escaped from his lips, which she assumed was supposed to be a laugh. "The old one was tiresome. All that setting up, with the sponges and the water, making sure the current was working." He gestured towards the box again. "No, _this_…material miraculously sustains itself. We simply attach the wires, set the voltage, and voilà. Amazing, isn't it?"

"Amazing," Ellie murmured, truly amazed, even though she knew she would soon be subjected to the very torture he was describing. She tried to gather herself for the pain coming. The Academy taught all of its students how to withstand torture without revealing classified information. But for the SciTech kids like her, all of that had been theoretical. She had never expected to ever find herself in a situation where she would have to die for S.H.I.E.L.D.'s secrets.

The colonel was still smiling that disturbing smile of his. "You know…you could help us further, if you'd like. All of this amazing new technology still has much room for improvement. Are you sure you don't want to change your mind?"

Ellie stared straight out ahead of her, letting her silence speak for itself.

She heard Talbot sigh. "Dr. Simmons, I think you'll find that the time has come to choose a side. You can either stand with HYDRA, or fall with its enemies." He motioned to a few of the other men in the room, who began to walk towards her. One of them attached the electrodes to her ankles. She noticed Benny move a little closer to her left side, glancing at her in alarm.

She powered through her fear and scoffed. "You seriously think your side is going to win? S.H.I.E.L.D. will find you eventually. And you'll pay for all you've done."

Colonel Talbot paused at the doorway and turned around. "Oh, my dear," he said, smiling, "I think you're quite mistaken. S.H.I.E.L.D. is gone."

His statement rendered such a state of shock in Ellie that she was unable to come up with a response before he walked out of the room. S.H.I.E.L.D. was gone? What the hell did that mean? She glanced over at Benny, but he looked about as oblivious as she felt. For the first time since she had woken up in this unfamiliar place, Ellie felt a new kind of fear wash over her. Up until then, she had just been concerned for her own safety. But if something had happened to S.H.I.E.L.D., then what did that mean for her friends? She tried to calm down her breathing, but all she could think about was what she had left behind at the Hub.

Her thoughts turned to Leo. Was he all right? Surely the team was taking care of one another. They were a good team. Agents Coulson and May were experts at handling themselves in dire situations, if what she had heard through Academy legend and experienced firsthand with them had told her anything. And Ward was there to look out for Leo, Skye, and Jemma, of course.

Jemma.

Oh, God.

Ellie cursed herself. How could she have said such awful things to her sister? How could she have walked away from the one person she loved most in the world in the way that she did? They had never parted under worse circumstances, and now it was becoming more and more likely that Ellie would never be able to see her sister again, let alone apologize to her.

All of these thoughts rolled through her head, but she barely had time to process them before one of the men in the room nodded to Benny.

"We'll start with 35 volts for ten seconds."

Benny looked around the room and behind him, pausing a moment before pointing to himself. "Me?" he asked with a hint of incredulity.

The man's expression remained unchanged. "Colonel's orders, Pollack. He wants you delivering the shocks. Said something about breaking you in. And we're here to make sure you do exactly what the colonel wants, so…35 volts."

Benny looked at Ellie with alarm and backed away from her. "Are you insane? We have no idea what it'll do to her!"

"I'm not going to ask you again, Pollack. 35 volts." He paused. "Or your girl is as good as dead."

Benny's face went slack and he placed his hands on his waist, looking like he was battling some internal conflict.

"_Now_, Pollack."

"Benny," Ellie whispered, willing him to look at her. As he met her eyes, she felt her heart constrict at the pain she saw, despite the fact that he was to be the one inflicting pain on her. It took all of her strength to give him a small smile. "It's okay."

He started to shake his head in disbelief, so she tried to convey as many unspoken words as she could into her expression. He seemed to search her eyes for something, perhaps wondering if she herself had gone insane, and gave her a subtle nod after a few moments.

Benny hesitantly walked over to the box and slowly turned the dial. He looked over at her one more time, silently asking her if she'd changed her mind. She concentrated on keeping the smile on her face as she nodded for him to proceed, and braced herself for the shock. He flicked a switch.

Ellie felt a small tingling sensation in her ankles. She tried not to show her surprise. No matter how easy this would start, it would undoubtedly get worse. But she didn't have to speed up the process by showing overconfidence in her pain tolerance.

After ten seconds, Benny turned the current off. His eyes hadn't strayed from Ellie the entire time, probably trying to gauge how much pain she was feeling.

"Hmm. Okay. Up it to 50 volts. Ten seconds again."

Benny hesitated once more.

"God, Pollack, are we gonna have to play this little game all day? We don't have time for this. Up it to 50 volts _now_ or I'll personally pay a visit to your girl myself."

Benny's face hardened in response, but his eyes still pleaded with Ellie. She simply gave him another nod.

The tingling was a little more pronounced this time, but it still didn't hurt. As Benny turned the switch off again, the colonel marched into the room.

"Well, now," he smiled at her. "Are you ready to cooperate? I think you'll find that I'm actually asking quite nicely."

Ellie set her jaw, staring straight out ahead.

"Very well then," Talbot sighed. "Give her 65 volts, Benjamin."

They went through two more rounds. Both times Benny waited for Ellie's subtle nod before increasing the voltage. She tried not to show any sign of discomfort, but somewhere around 80 volts she heard a small gasp escape from her lips. It didn't hurt much more than a really hard pinch, but the pain had taken her by surprise, a distinct difference from the tingling sensation she had experienced earlier. She scolded herself for showing weakness so early on.

As soon as Benny heard her gasp, he immediately turned the machine off, looking at her with such alarm that she closed her eyes in disappointment. She tried to communicate to him how she was fine, how it hadn't hurt at all, really, but she was suddenly overcome by a wave of tiredness. She inexplicably felt her eyelids drooping.

"I think that's about enough for today," she heard the colonel say. "Take her back to her cell, Pollack."

Before she could tell Benny not to worry, that she could walk to her cell on her own without a problem, she passed out.


	3. Chapter 3

She was so still. He knew that she was sleeping, but he couldn't help but feel a sense of foreboding when he looked at her pale face. She had been so strong during the process, but he wasn't entirely sure the shocks hadn't managed to hurt her. There were only a couple small marks on her ankles from where the electrodes had been. He thought he could see a little redness as well, but that was probably him just being paranoid.

Benny couldn't believe himself. How had he gone from barely scraping by in a tiny apartment to working for an evil organization that made him torture people? He had thought that S.H.I.E.L.D. was going to give him an opportunity for a better life. What kind of better life was this?

And then there was Ellie. When HYDRA had told him that they were taking on a scientist who specialized in alien biology, he had never expected this tiny golden-haired girl to come walking through the door. Well, she hadn't exactly walked in, but the fact of the matter was that he was responsible for hurting her and Benny was absolutely not okay with that.

But he didn't exactly have a choice.

They had _her_, and as long as they had her, they had him, too.

But that didn't mean he still didn't feel bad about it.

Benny sighed as he sat down next to Ellie's cot. He didn't necessarily have to be there. He had a much nicer room that HYDRA had outfitted for him a few hallways down. But he couldn't bring himself to leave her. She was so vulnerable there, and he sure as hell didn't trust any of the other guards to leave her alone.

He lost track of time, not knowing how long he sat there. He felt himself drift off a few times, and when he jerked back awake he bizarrely found himself stroking Ellie's hair. After the third instance, he kept his hand where it was, taking comfort in gently disentangling the few knots he found and watching her slowly breathe in and out. She was still alive, but Benny didn't know how long that would last.

Why the hell had she been so nice to him? She had actually _smiled_ at him and told him that it was _okay_ for him to electrocute her. It didn't make any sense. And if she kept refusing to help HYDRA, she would be dead within a week. Benny felt his free hand curl into a fist. He couldn't let that happen. He didn't think he'd be able to live with himself if she died under his supervision. Robbing banks was one thing, but murder? Murder was not what he had signed up for.

Benny was snapped out of his thoughts as he felt Ellie stirring. He quickly removed his hand from her hair and ran to get her a glass of water. When he returned, she was trying to sit up, so he placed one hand on her back as he handed her the glass, letting her drink on her own. That last incident had been humiliating for the both of them.

After she had drained the glass, she turned to look at him. "Thank you, Benny," she whispered.

Benny couldn't keep his mouth from opening in shock. "Ellie…" he said, his voice catching in his throat. "I am…_so_ sorry."

She gave him that small smile of hers that tugged on his heartstrings. "Benny, it's all right."

He shook his head. "No, it's-"

"You did what you had to do," she interrupted him.

"That's no excuse." He needed to make her understand. "Ellie, they're going to keep making me do this to you. They won't stop until they get what they want."

"Benny, _trust me_. All right? Let's think about this logically for a moment, okay? Would that make you feel better?"

Benny had no idea what she was talking about, but Ellie seemed too lost in thought to notice his confusion, so he just nodded absentmindedly.

"The electroshock generator is fuelled by Chitauri technology, so it's not something I'm entirely familiar with, but from what I can tell, it operates under a direct current rather than an alternating one. Now, the first shock they had you give me was 35 volts, right? And I felt _something_, I mean it was just a small tingling, but it was still past the threshold of sensation, so that means that 35 volts corresponds to at least one milliamp of current. Now the shock increased in severity at around 80 volts, even though it still wasn't terribly painful, so I suppose 80 volts is probably around seven or eight milliamps. So…" She paused, her finger poised in the air, looking like she was inwardly making some kind of calculation. "I mean, as long as you don't go over 600 volts, I should be quite all right."

Benny felt his eyes widen. Ellie seemed to notice his surprise and glanced down at her arms. "Actually," she said. "I reckon I've lost about half a stone or so since I've been here, so it'd probably be best to make that 500 volts." She laughed a little, but Benny could detect something in the sound that made him strongly suspect she was putting on a brave face to mask her fear. "You know, just to be on the safe side."

He felt himself unable to respond. He simply stared at her in disbelief, incapable of comprehending how she could be so nonchalant about her torture. But after a few moments, he felt his head nodding.

"Yeah," he said quietly, before clearing his throat. "Uh…oh! Are you hungry or something? Did you want me to get you-"

Ellie shook her head, placing a hand over her mouth to stifle a yawn. "No, Benny. Thank you, but I'm actually still quite tired at the moment." She began to lie back down on the cot. "Maybe I could just have a little lie-down for now, and eat…a bit…later." He could tell she was having a hard time keeping her eyes open. She was also shivering, so before he could stop himself, he raced off to his room and grabbed a spare blanket from the end of his bed. Just as he reentered the hallway, he doubled back and snatched up the pillow as well. He had a feeling he wasn't going to be needing it, and even if he did end up returning to his quarters to sleep, Ellie sure as hell deserved the pillow much more than he did.

When he entered Ellie's cell again, he was almost positive that she had completely drifted off. He carefully laid the blanket over her small form, making sure to be gentle around her ankles, and lifted her head up to place the pillow underneath.

"Mmm," she mumbled, which he assumed was her way of sleepily thanking him. He smiled a little to himself as he resumed his post at the side of her bed. Sitting on the stone floor wasn't exactly comfortable, but Benny felt it was hardly just punishment for what he had done to her. Besides, he didn't actually mind so much. Ellie's presence was oddly calming.

He sat with his back to the cot, arms folded on top of his knees. He rested his head on his forearms, the fatigue starting to overtake him as well, when he suddenly heard her quiet voice.

"What's her name?"

Benny's head snapped up and he looked over at Ellie. Her eyes were still closed.

"What?" he whispered, unsure if maybe she had just been talking in her sleep.

She smiled a little, but her eyes remained unopened. "Your girl. What's her name?"

Benny was stunned. He had spent so much time trying to forget about the leverage HYDRA had on him, and even though it never went away, just thinking about her made it a little harder to breathe. "Claire," he finally managed to get out.

"Claire," she repeated, the smile still on her face. "That's a pretty name." She paused. "And you love her?"

Benny looked down at his hands, even though he knew Ellie couldn't see the pain in his expression. "More than anything."

"Good," she replied, and when he glanced over at her, she briefly opened her eyes. He saw a depth and compassion in there that he was unaccustomed to seeing in someone her age, let alone someone he had only known for a short amount of time, and definitely not in anyone he had had to torture. The next words she spoke shattered his heart. "That's all I needed to know."

Some time later, a guard came and told him he needed to report to the colonel. He nodded in assent, and when he stood up to leave, his hand brushed against the object in his pocket. As soon as the guard's back was turned, Benny surreptitiously slipped the small whistle under Ellie's pillow.

* * *

Halfway to the Hub's control room, Jemma realized that she was still in the same clothes she'd been wearing the day before. She stopped in the middle of the hallway, nearly causing another agent to run right into her, and after muttering about a thousand apologies, made her way to the team's temporary quarters. Normally, when they stopped at one of S.H.I.E.L.D.'s bases to refuel and stock up on supplies, Jemma preferred to sleep in her bunk on the Bus. She was a creature of habit, and even though the Hub's beds were slightly more comfortable, she felt more at home on the Bus. Fitz and Skye usually stayed with her, while Coulson, May, and Ward shook their heads in disbelief before heading off to what they probably considered much nicer accommodations. That was all fine with Jemma, of course, because it usually meant for a quiet, relaxing night. That is, until Skye dragged her and Fitz into some crazy shenanigan or other involving board games and alcohol.

But such a night was rather unrealistic in the midst of the destruction the Bus had endured, so Jemma had begrudgingly brought a few changes of clothes up to one of the Hub's rooms. It turned out she hadn't really needed to, considering she had fallen asleep on the Bus anyways, but she admitted it would be nice to maybe have a shower and breathe for a few moments before talking to Coulson.

She found herself taking her time, dragging out her routine to a point that was almost nonsensical. She didn't quite know why she was prolonging the inevitable conversation. She tried to avoid thinking about the situation altogether, but the worry kept nagging at her. After she was done with everything and she found herself pacing the small room, Jemma had to face the truth. The truth was…she didn't _want_ to know the truth.

She took a few deep breaths and scolded herself. She _had_ to know. She already hated herself for the way that she had acted, and now that her entire world had fallen apart, she needed to make sure that the one person unaccounted for wasn't-

Jemma shook her head, clearing her thoughts away. She couldn't allow herself to get hysterical. She just needed to talk to Coulson, and then everything would be all right. Surely everything was all right. It had to be. Jemma didn't know what she would do if it weren't.

She tried to muster up a smile as she walked up to Coulson in the Hub's control room. He was watching a series of news reports on the large screens in the room, and even though Jemma avoided looking at them, she could tell that the level of destruction HYDRA had brought upon them was larger than she had originally presumed. She made sure to keep her voice light as she ventured forward.

"Sir? I was wondering if I could maybe talk to you for a moment?"

Coulson turned to face her, and she could tell that despite everything he was probably going through at the moment, he knew exactly what she was going to ask.

"Simmons, as far as we know, the Sandbox is still ours. But don't worry. If any other information comes through, you'll be the first to know."

Jemma felt her shoulders relax a little from relief, but the worry still nagged at her. Maybe it was the nightmare she'd had. It'd been quite some time since she'd had that particular nightmare. She was probably just worrying over nothing.

She nodded to Coulson, not trusting her voice to say anything in response. She was about to turn around when she saw him hesitantly take a step towards her.

"Jemma," he said in a lowered voice. He looked around the room, and seemed to hesitate again before continuing. "Look, I don't want to get your hopes up. Communications are a little flimsy right now, but if you want, I can try and get a dispatch over there. See if we can get Ellie on the line. Maybe Skye can-"

Jemma shook her head. "That…won't be necessary, sir," she interrupted him. She gave him a small smile, trying to show him how grateful she was. He looked slightly confused, so she dropped her gaze. "But…if you hear anything-"

"Like I said," Coulson replied, lightly placing a hand on her arm. She looked up at him, and even though she didn't know what the future held for her or the team, and even though his behavior lately had been more than a little confusing, she was glad that he was still a constant figure in her life. "You'll be the first to know."

"Thank you, sir," she whispered. He nodded and turned back around to face the screens.

She was about to head back to check on the Bus repairs when she suddenly remembered something else.

"Oh! Actually, sir," she said, inwardly cringing at bringing Coulson any more bad news. He looked at her questioningly. "Have we heard anything from the Academy? When I talked with Agent Weaver through the Holobox yesterday, it was under siege."

"No word from SciTech yet," Skye piped up from the corner of the room. She made her way over to the two of them. She must have noticed Jemma's worried expression, because she quickly added, "But I'm sure everything's fine. Probably. Maybe." Her face seemed to falter. "Hopefully? Yeah, I suck at this." She turned to Coulson. "Got any idea of what we should do, A.C.?"

"Let's wait for now. If the faculty has been able to stop HYDRA from taking over, we should hear from them soon."

Skye asked the question that was at the forefront of Jemma's mind. "And if they haven't?"

Coulson hesitated. "Let's try not to think about that."

"Sir," Jemma spoke up. "I cannot impart to you the true nature of the gravity of the situation if HYDRA gets hold of the resources at the Academy."

"Simmons, I think the gravity of the situation is kind of obvious."

"No, sir, you don't understand. There are research materials there that haven't even been introduced to the world yet. New chemical compounds, drugs, weapons, you name it. All of the students' independent projects will be up for grabs, many of which haven't been tested in a practical setting yet. If HYDRA gets its hands on _any_ of that research-"

"What do you suggest we do, Simmons?" Coulson asked. He didn't sound angry, but there was a hint of irritation in his voice. "It's not like we have a lot of options at the moment."

"Sir, I think we should send a small team over there to see what's left." At the alarmed expressions on both Skye's and Coulson's faces, Jemma powered forward. "It's not that far from here, and we wouldn't need a lot of people. Fitz and I should be able to quickly get in and retrieve or neutralize anything compromising."

"And what if HYDRA's there?"

"Well…" Jemma hesitated and smiled a bit. "That would be where the other…team members would come in." She sighed. "Sir, if the Academy really has been taken over by HYDRA, then of course we wouldn't risk it. But I think we should at least go take a look."

"Simmons, I can't just leave the Hub right now. Agent Hand left me in charge, trusting me to make sure it stays ours. And besides, the Bus is out of commission."

Jemma was about to argue when Agent Shaw approached them. "Excuse me, Agent Coulson," he said hesitantly. "Sorry, but I couldn't help but overhearing. If you need to step out for a moment and check out one of our facilities, I'd be happy to hold down the fort until you get back."

"Shaw, I appreciate your willingness to help, but-"

"Agent Coulson, I know it's going to be a little hard to trust each other after all of…this," he gestured behind him at one of the screens, where a helicarrier was shown crashing into the Triskelion. "But we're the good guys. We want to help in any way we can. And I'd be lying if I said I didn't think getting some of that research from the Academy into a more secure location would be a good idea." Shaw briefly glanced at Jemma, who gave him a small nod in gratitude. She looked at Coulson expectantly.

Coulson's expression remained impassive, but Jemma could tell that he was almost convinced. "We still don't have a plane," he pointed out.

Shaw laughed. "Look, I know they're probably not as fancy as that ridiculous aircraft Fury gave you, but the rest of us field agents actually do have some pretty nice vehicles. And considering you're not going too far, one of them should be fine for your purposes."

There was a long silence as they all waited for Coulson's final verdict. He sighed. "I'll give us 24 hours. After that, it's back to the Hub. And if there's any sign of HYDRA, we come back and figure out what to do from here. No arguments. Is that understood?"

"Yes, sir," Jemma replied before racing off to find Fitz and prepare for the journey ahead.

* * *

**A/N**: For the sake of clarity, I feel like I should point out that Ellie's perspective is going to be happening over a longer period of time than the rest of the team's. Her story is occurring congruently with the events of Captain America: The Winter Soldier and afterwards, while the team's is happening in between Turn, Turn, Turn and Providence (basically in only 24 hours). The stories will overlap eventually, and I think it'll be quite obvious when they do, but I thought I should at least try to explain a little of what I'm doing. I hope that makes some kind of sense. As always, feedback is greatly appreciated! Thank you for reading. :)


	4. Chapter 4

She was just about to reach the sliding glass doors when Coulson himself strode through them. He marched right past her without even so much as giving her a glance. May pushed aside her disappointment at his coldness and followed him down the hallway.

"Phil, is it true?"

He continued to stare straight ahead as he power walked towards the Hub's plane hangar. "I got a lot on my mind right now, May. You wanna be a little more specific?"

May fought the urge to roll her eyes, even though Coulson couldn't see her expression.

S.H.I.E.L.D. was in pieces, and she thought her actions had proved that she had had nothing to do with HYDRA. How long was this cold shoulder thing going to last? She knew that she had put a rift between them by lying to him, but it had only been to protect him. She would never have done anything to purposefully hurt him. He was more important to her than he realized.

Hearing that he was dead had been painful enough, because she hadn't been there in his last moments, but hearing that he had been brought back to life in a way that was extremely suspicious and most likely unethical had been a little harder for her. Of course, she was happy that he was alive. But she knew that something was different. _He_ was different. So when Fury had asked her to keep an eye out for him after his recovery, of course she had accepted. Because that was what she had been planning on doing in the first place.

May knew that she and Coulson would probably never be able to repair their friendship to the way it had been before. Coulson was a very trusting person, especially with those he was close to, but when someone broke that trust, it was damn near impossible to gain it back. With Skye, it hadn't been too difficult. She had become his protégé. He'd _wanted_ to be able to change Skye, to be the positive influence that she'd been lacking in her life.

But with May…well, they'd known each other for longer than Skye had been alive. They'd been through hell together, enduring things that normal people would cower away from even thinking about. Coulson had been there for her in the most difficult time of her life, when she'd literally had no one else to turn to. For her to go behind his back, even if it was only to protect him, was something he wouldn't be able to so easily forgive. It hurt, more than she would have liked to admit, but May didn't regret her actions. She valued his safety over their friendship, even if having both would have been the preferable option.

It would take a while for her to earn back his trust. That was a given. It was actually more than a little probable that he would never trust her again. But that didn't mean that he had to treat her like she was the embodiment of HYDRA itself.

He was probably going to write off any advice she gave him, but she still had to at least try to be the voice of reason.

"Simmons said we're going to SciTech? To assess the damage and see if we can salvage any of the resources?"

"Yup," he said curtly, and even though she didn't have to try keep up with him, she wished he would slow down.

"Are you sure this is such a good idea?"

There was a long pause, and May thought for a moment that he hadn't heard her. He turned his head slightly to the side, almost as if he was going to look at her, but he must have changed his mind at the last second because he faced forward again. "No," he replied.

"Then what are we doing?"

"Our job. We joined S.H.I.E.L.D. to protect the world from things it's not ready for yet. Right now it doesn't look like we've been able to do that, but at least we can try and hold back what's left."

"But Phil, we don't even know if the Academy is safe. HYDRA could be-"

"Exactly," Coulson interrupted her, stopping at the door to the hangar. For the first time since she had walked up to him, he turned to face her. "HYDRA is still out there. It's a power grab, May. All over the world. At our bases, at the Academies, everywhere. We've been waiting to hear from most of them, but I don't want to wait around anymore. Not when SciTech is so close, and not when we can actually do something about it."

"I don't like waiting around either, Phil. But Hand left you in charge for a reason."

"Shaw's a good man. He can handle the job for a day."

"I know." She paused, trying to choose her words carefully. She wanted him to understand that she was on his side. "But I just don't think it's a good idea for us both to leave. Why don't you let me take FitzSimmons and you can stay here-"

"Hey, Coulson." May turned around to see Skye approaching them. "You guys don't really need me to go with you, right? I mean, I'd probably be more useful here anyways. I could stay and-"

"We're all going," Coulson replied. He didn't look like he was going to accept any further arguments, but May still opened her mouth. "Look, guys," he said, cutting her off before she could even start. "Our team is one of the only teams still together. We've already lost Ward for the time being, but I'm not separating the rest of us. Not right now."

May knew she wasn't going to be able to convince him to change his mind. He was in one of those zones of his where he didn't listen to anyone. He briefly glanced between her and Skye before heading towards one of Hand's small planes. May steeled herself for the long day ahead, vowing to make this mission go as quickly as possible.

* * *

Fitz struggled to carry the large case he had in his hands. He'd quickly packed what he'd thought they would need: the D.W.A.R.F.s, the Golden Retrievers, some of his new tracker rounds, a few ICERs, and a handful of EMP and pick-lock devices. But all of that had turned out to be a lot heavier than he had originally predicted.

He walked over to the small aircraft they would be commandeering for the day and strode up the cargo ramp, heading towards its tiny lab. In all honesty, the plane itself wasn't that small. But Fitz had gotten used to the vast luxuries of being on the Bus. This lab was really more of a containment room, having only a small Holotable, a microscope, and an ancient-looking gas chromatograph. The rest of the equipment consisted of medical supplies, which had been Jemma's main requirement for their transportation.

Fitz didn't really know if he felt comfortable barging into an unknown situation at the Academy (okay, he was positive that he wasn't comfortable with it), but he agreed with Jemma. Those resources needed to be locked down, at least until this whole HYDRA situation blew over.

Fitz was attempting to balance the case on one leg as he tried to open the sliding glass door of the lab.

"Hey, Jemma, a little help here?" She had been following closely behind him, verbally making a checklist of the things they needed to do once they arrived at the Academy, but he noticed that the chatter had stopped.

"Jemma?" The box was slipping from his grasp. Just when he thought it was going to fall, the doors whooshed open. He quickly walked in and set it on the counter. "About time. Now, Jemma, are you sure this is-" He stopped talking abruptly as he turned around. "You're not Simmons."

Agent Triplett gave a small laugh. "No, I'm not. Have you seen her around?"

Fitz was about to say that he was pretty sure he had seen her on the other side of the Hub far, far away from the hangar they were now in when Jemma maddeningly appeared at Triplett's side.

"Agent Triplett," she said, giving him a smile. "What are you doing here?"

"I heard you guys were heading over to check out SciTech. Thought you all might want an extra hand. You know, just in case things go south."

"Now that's a bit overestimating-" Fitz began, but Jemma was already talking over him.

"Actually, I think it would be better if you stayed here." Fitz felt an odd sense of relief, but it was short-lived as Jemma continued, lowering her voice and leaning closer to Triplett. "Agent Coulson has _insisted_ upon all of us going, and I'm not entirely sure that's such a great idea. I mean, who knows what could happen to the Hub with him gone? I'd feel much better if we had at least a few people here whom we trust."

Fitz had been pointedly unpacking the equipment and trying to ignore them, but her last statement made him pause momentarily.

Fitz actually didn't know how he felt about Agent Triplett just yet. He didn't really know him that well. He seemed like an okay guy, and he'd been pretty helpful when they had been trying to get that drug to Skye, not to mention looking out for Jemma when HYDRA's sleeper agents at the Hub had attacked. Fitz tried not to think about that terrifying day, when he'd almost lost her. If he was honest with himself, he was actually pretty thankful for Triplett. But Fitz probably wouldn't go so far as to say that he _trusted_ him. After all, his supervising officer had been part of HYDRA himself. For all they knew, Triplett could have realized he was outnumbered and thought to save his own skin by pretending to be on their side. Or maybe he thought he could do more damage on their side. To Fitz, both scenarios were more than a little realistic. And here Jemma was saying she _trusted_ him? Based on what? The fact that he had given her a knife to defend herself? A knife would have meant nothing against HYDRA's firearms. But the gesture sure made him look like the knight in shining armor.

"All right, I hear you," Triplett responded, eyes fixed on her. "But you guys are gonna be careful, all right?"

Jemma gave him a tiny smile as she nodded. "Yes, of course."

Triplett continued to stare at her for a ridiculously long time before nodding. "Okay." He finally broke away from her gaze and looked over at Fitz. "Good luck, guys."

Jemma's eyes followed him as he walked away for just a little longer than Fitz would have considered reasonable. She breathed out slowly and seemed to remember what they were about to do. "All right, did you forget anything?" she asked, walking up to him just as he finished unpacking the case.

"No, I didn't forget anything," he replied in irritation, giving her a glare.

"Okay, Fitz, I was just making sure." Fitz sighed when he saw her indignant expression. He felt badly for the way he was acting. He didn't even fully understand why he was so irritated. He wasn't sure, but something felt off between him and Jemma. It was probably just the stress from everything that had happened over the past few days. But the last thing he wanted to do was fight with her, even if it was just about something petty.

"Sorry, Jemma, it's just…do we even know what we're doing?"

Her expression softened. "No, Fitz. But don't you think we owe it to the Academy to at least try to protect what's left of it?"

"No," he said quietly. "I don't think we owe anyone anything right now."

"Fitz…"

"Jemma, I get that someone needs to go, but I just don't see why it always has to be us."

"We're the only ones S.H.I.E.L.D. has right now for the job. Others may turn up, but it might be too late if we wait any longer."

He held her gaze for a while, trying to figure out where she was coming from. There was no way this sudden desire to go to the Academy was purely stemming from her commitment to saving SciTech resources from HYDRA's hands. He knew she was worried about Ellie, but was she really so worried that she needed a mission to distract her?

She'd been scaring him lately, finding herself (and sometimes putting herself) in life-threatening situations. Since they'd joined the team, he'd tried not to let it bother him that she was growing more and more outside of her comfort zone. She was still brilliant Jemma, yes, and she was still his best friend, but sometimes it seemed like she was changing. Or maybe it was just that he wasn't changing along with her.

"Yeah," he murmured. "You're right."

May's voice came over the plane's comm system, startling them both. "Wheels up in five."

Jemma gave him a small smile before heading upstairs. As she walked away, he realized what had felt off between them.

He didn't know what she was thinking.

* * *

The first cry escaped her lips at around 200 volts. Well, it was more of a whimper, really. But all the same, it was completely involuntary.

They were in the middle of her third electroshock session. They had moved the electrodes to different parts of her body for each session, and right now the wires were attached to her temples. Ellie had tried to appear unconcerned as they were setting up, but she knew that sending the shocks to her head was a lot more serious than when they had sent them to her ankles or arms.

She had been able to hold down the external signs of pain she felt during the first two sessions, clenching her jaw together and bracing herself for each shock. Ellie had known that at a certain point she would be physically unable to do so, but she was severely disappointed in herself that she had only been able to make it to 200 volts.

She avoided Benny's eyes, knowing that he would undoubtedly be looking at her with that absurd concern of his.

Ellie still didn't quite know if she trusted Benny. After all, HYDRA had grown right under S.H.I.E.L.D.'s nose for 70 years, and she had been fooled in just the same way. But Ellie figured that Benny was all she had in this hellhole. Whether or not he was just conning her, making her think HYDRA had some girlfriend of his locked up as a way to control him, he still managed to sneak her bits of the better food he and the other guards received along with her stale bread rations, he always waited for her unspoken permission before administering the shocks, and he looked the other way every time she blew on her whistle.

When she had found the whistle under her pillow the previous morning (she wasn't exactly sure it had been morning, but it was when she had woken up after the first electroshock session), she hadn't been able to keep the tears from welling up in her eyes. Even if Benny really was conning her, this small act of kindness was enough for her to keep her suspicions on the backburner. It wasn't like she had anything to lose, really, by trusting him. She knew she was probably as good as dead anyways, and she figured it would be nice to have someone like him there during her last moments. Having the whistle was just a further source of comfort.

Ellie had no idea if the thing actually worked. If she was honest with herself, she realized that it was probably unlikely that the range extended far enough for her needs. But it really was her only hope. She kept it hidden underneath her jumper, only daring to take it out once a day. She might be stuck for the moment, but she would be damned if she didn't at least try to send out a signal for help. After all, it's what the device had been designed for in the first place. But she tried not to get her hopes up too high.

Out of the corner of her eye, Ellie noticed the colonel folding his arms. "So, Dr. Simmons, are you ready for this to stop? All you have to do is say the word. It's that easy."

Ellie let out a long string of curses in French, something she was prone to do whenever she was in pain. She wasn't sure if the colonel understood her words, but by the change in his posture, he had understood her tone.

"Fine. 300 volts, Benjamin."

Ellie automatically looked over at Benny to give him the habitual nod, but she noticed that his face looked drastically more alarmed, probably at the sudden dramatic increase in voltage. It took him a few more moments than usual to set the dial, so she used the extra time to brace herself.

It wasn't enough. This time, the pain was so sharp and severe that she was unable to keep herself from screaming, and she felt the muscles in her arms and legs seize up. After what felt like hours, but was probably more around four seconds, the shock disappeared. She was vaguely aware of a hand gently stroking her hair, but she was unable to turn her head.

"Benjamin," she heard the colonel say in clipped tones. "That wasn't ten seconds. Continue."

"No!" Benny cried, his voice coming from somewhere near her left shoulder. "This is crazy."

"Very well," Talbot replied. There must have been a silent exchange between him and the other men in the room, because all of a sudden she heard the sound of a struggle. "Stop! Let me go." Benny's voice was getting farther away from Ellie, and it sounded like he was being dragged to the corner of the room.

Before she had figured out what was going to happen, the pain came back again. She hated the sound of her own screaming. She hated how small and helpless she was. She hated that she was probably the weakest S.H.I.E.L.D. agent in the organization's history.

"Sir, you need to turn it off right now!" she heard Benny shout. "You'll kill her!"

There were a few more seconds of agonizing pain before she heard the quiet click of the switch. She was still unable to move, but now her legs and arms twitched occasionally of their own accord. Ellie knew that the paralysis would fade after a while, but she absolutely detested not being able to control her own body. Especially under her current circumstances.

"She's trying my patience," the colonel replied. "And need I remind you, Benjamin, of which side you're on? Until this girl agrees to cooperate, she's an enemy." He hesitated, and when he spoke again, there was an air of condescension in his tone. "You know…I think you're getting just a little too attached to your mission. Perhaps I should reassign you?"

There was a pause. "That won't be necessary, sir," Benny said tightly.

"I sure hope not, Benjamin. For your sake as well as hers. But all the same, I think you need a little more…motivation." Ellie felt a chill run down her spine, but it might have just been the residual effects from the shock.

A heavy silence fell on the room for a few more seconds before she heard the sound of receding footsteps. "That's all for today, boys."

As soon as he was gone, Benny appeared in her line of vision. "Hey. Ellie, are you okay?"

She tried to nod, but her muscles were still out of her control.

"Oh, God," he murmured, and he carefully slid his arms under her to lift her out of the chair.

By the time he laid her back on the cot in her cell, she started to feel a little bit of sensation coming back to her fingers. It was like a tingling burn, much like how it had felt when she had accidentally received a shock from a particularly dodgy power socket back in sixth form, except this was slightly more painful and didn't go away after a few minutes.

Ellie didn't know how long she lay there, staring up at the ceiling. She distantly registered Benny's hand holding hers, and she wanted to tell him to go get some rest, but her voice was gone for the time being. She wasn't sure if she fell asleep or not, but at one point, the burning sting had spread throughout her entire body. It felt like she was on fire, but as she tested out her limbs, she found that she had regained control over her arms. She held them out in front of her and tried to bend them at the elbows, wincing against the pain but glad that she hadn't been paralyzed for too long.

Benny, who had been pacing a few meters away, was at her side in seconds. "You, missy, are in big trouble." He was shaking his head at her, and even though he had a wry smile on his face, she could see the fear in his eyes.

"Oh, dear," she croaked as she tried to sit up. "Are you going to take away my phone privileges?"

He didn't laugh, and sat down next to her on the cot as he handed her a glass of water. She gripped it tightly in her hands, but her arms still shook as she tried to raise it to her lips. Benny placed his hands on hers to help. She glared at him, but he simply raised his eyebrows. She was able to control the glass fairly well, but she had to admit that she felt a little better knowing she wouldn't accidentally chuck it across the room.

When she was finished, he set the glass down on the ground and stared at his lap. "Seriously, Ellie. You said that you would be fine as long as we didn't go over 500 volts." He turned to look at her, not bothering to hide his concern. "That was 300."

Ellie felt uncomfortable under his intense gaze. "Benny," she whispered before looking down at her hands. She blinked back her tears and tried to make sure her voice remained calm. "What I meant was that as long as you didn't go over 500 volts…I wouldn't experience ventricular fibrillation."

There was a pause. "I don't even know what the hell that means," he said quietly.

She smiled a little, despite herself, but it quickly disappeared as she looked him the eye. "Cardiac arrest."

He simply stared at her, his mouth open in astonishment, but before he could say anything in response, the cell door clanged open. Benny quickly stood up and spun around.

"Benny!" The woman that entered the cell ran up to Benny and threw her arms around his neck. Ellie couldn't see Benny's expression from where she was sitting, but by the hesitant way he put his arms around her, he was clearly surprised to see her.

"Claire?" she heard him whisper. Ellie's eyes widened. This was Claire? She didn't know what she had been expecting. The woman was certainly beautiful, with wavy brown hair and green eyes Ellie found herself envying profusely, but she was wearing a smart business suit and she didn't appear at all to have endured any kind of prolonged capture or torture. Something was off, but all the same, Ellie tried to make herself invisible, giving them as much privacy as possible.

After a few moments, Benny pulled away and placed his hands on Claire's face. "Baby, wha-what are you doing here? I thought they had you locked away. I thought you were dying!"

Claire laughed a little. "Benny, don't be ridiculous. Why would I be dying?" Before he could answer, she shook her head and stepped closer to him. "Look, it doesn't matter, okay, baby? I'm right here." She kissed him, but Ellie could tell that Benny was still in a state of shock at seeing her alive and well. When she pulled away, her arms lingered around his neck. "And as much as I'd _love_ to have a little reunion," she smirked at him suggestively, "it's actually going to have to wait."

For the first time since Claire had arrived, her eyes flicked over to Ellie. She lowered her voice. "Now, Benny, is she going to cooperate?"

Ellie felt her stomach drop.

"What are you talking about, Claire?" Benny asked confusedly, and tears welled up in Ellie's eyes. She knew what was coming, but there wasn't a way for her to protect him. She had to sit in silence as he was faced with the truth.

"Benny, we need that drug," she responded. Ellie wasn't sure if it was just the aftereffects of her most recent electroshock experience, but the temperature in the cell seemed to drop considerably. Benny slowly backed away from Claire.

"Who's _we_?" Benny sounded like he was trying very hard to keep his voice neutral. "Don't tell me you're actually on their side."

"Benny, are you out of your mind?" Claire hissed, looking behind her at the empty corridor. "You can't talk like that! They'll kill you, whether you can make those weapons work or not."

Benny was shaking his head, apparently speechless. Claire rolled her eyes and gave him a smile. "Benny, do you have any idea what that drug can do? They say it'll be able to save countless lives!"

"Oh, really?" he replied, his voice dripping with sarcasm. "And I suppose they think it's right to torture an innocent girl in order to get it?"

A look of annoyance passed over her face and she glanced over at Ellie, hatred written clearly in her expression. "_That_ girl," she whispered fiercely, pointing at Ellie, "is hardly innocent. Okay? She experimented on aliens, Benny."

It took nearly all of Ellie's willpower not to interject. This was Benny's conversation, and she hardly knew the couple's history well enough to justify butting in. But she was nervous to hear Benny's reaction to Claire's last statement.

"Claire…" he said quietly. "How can you be okay with this?"

Claire sighed in exasperation. "Benny, do you even _remember_ where we were when they found us? If it wasn't for them, we would be in jail right now."

"No," Benny replied with affected patience. "We would've gone to jail if _S.H.I.E.L.D._ hadn't picked us up. S.H.I.E.L.D. Not HYDRA."

"What's the difference, Benny? S.H.I.E.L.D. HYDRA. It's all the same now, isn't it?"

"No. It isn't. _This_ isn't what we signed up for."

"We've been given a second chance, Benny. Okay? You always said we deserved better."

"You call this better?"

"We're helping them save _billions_ of lives, Benny."

"Yeah, by sacrificing _millions_. Millions, Claire," he repeated. "Of _people_."

"_Bad_ people."

"Oh, please, Claire. Don't tell me you're actually buying into all that garbage. You know that's not true. And you _know_ this isn't the life we always talked about."

Claire folded her arms and looked away from him. "Maybe we weren't talking about the same life, Benny," she said softly.

"God, what did they do to you?" he whispered.

She glared at him. "Nothing, Benny. And if you knew anything at all, you'd know that I was doing this for us."

Benny chuckled humorlessly. "Whatever you're doing, it's not for us."

Ellie saw tears in Claire's eyes. "Benny, why can't you just trust me?"

He stepped closer to her, and even though Ellie still couldn't see his expression, his tense shoulders told her that he was angry. "What makes you _so_ sure that you're right?"

Claire opened and closed her mouth, at a loss for words for a few moments. She laughed a little, but a tear rolled down her cheek. "I'm always right, Benny. Remember?" she whispered.

Benny shook his head. "Not this time, Claire."

Her expression hardened and she angrily wiped the tear away. "So this is how it's gonna be, huh?"

Benny sighed. "It doesn't have to be, baby," he murmured. "Just see reason for a sec, okay?" He took another step forward, but Claire backed away from him.

"After all we've been through together," she said, her voice wavering, "you're just going to throw everything away?" She pointed to Ellie. "All because of that…spoiled _brat_?"

Benny froze, and when he spoke, there was a deadliness in his voice that Ellie had never heard before. "I think it's time for you to leave, Claire."

Claire's mouth hung open in shock for a few moments before she recovered herself. "You know what? You're right," she said contemptuously. "Well, good luck, Benny. You're gonna need it. Because they'll get her to make that drug one way or another." She headed towards the cell door. "So you might want to think twice before getting in their way."

The door clanged shut behind her, leaving Ellie and Benny in stunned silence.


	5. Chapter 5

The flight was only supposed to be an hour long, but Skye could already tell that it was probably going to be one of the longest flights of her life.

The plane wasn't as big as the Bus, not by a long shot, but it was still large enough for everyone to avoid each other. Simmons had shut herself in one of the two bunks available, claiming that she needed the solitude to finish making her list of things they had to do once they reached the Academy. Coulson was in the tiny office, trying to send out word to SciTech that they were on their way. And May was at the helm, of course.

Skye was getting antsy. She hated sitting around, worrying about how Ward was doing and wondering what kind of potential threats they could be facing at the Academy. Skye didn't even know what she was doing there. Coulson had asked her to man the influx of communications from S.H.I.E.L.D.'s other bases, but she couldn't exactly do that under the current circumstances. She had handed off the reigns to one of the other agents at the Hub, but Skye was worried that something would happen while they were gone. If she had learned anything since joining S.H.I.E.L.D., it was that a lot could go down in 24 hours.

The Minibus (Coulson had originally raised his eyebrows at her nickname for the plane, but she had argued that it was a step up from Short Bus) had internet, but Skye had given that up after about ten minutes, because every news story she came across made her feel like she was going to throw up. There was even a small bar, but Skye figured that in this situation they all needed to be as sober as possible. If the mission was successful, she was _definitely_ going to make them all have a drink, even if the Minibus's bar was considerably less impressive than the one they had grown accustomed to.

Nearly bored out of her mind, she decided to head downstairs to the lab. Fitz was busy fiddling with something or other, and even though he seemed completely engrossed with whatever he was doing, his eyes briefly darted over to her as she came in through the doors.

"Hey, Skye," he said quietly, turning back to the contraption before him. "Everything all right up there?"

"Yeah, yeah," she replied, walking up to the counter and resting her elbows on the surface. She sighed as she leaned her head on her hand, watching him work. "Just super boring."

He smiled a little, even though he was still completely absorbed with the device in front of him. "Yeah, well…" he muttered, turning around to grab a small screwdriver. "We should be…arriving…at the Academy…soon."

"You're not nervous?"

"We'll deal with whatever we find…when we get there. Right now…" He groaned a little as one of the gadget's little arm things fell off. "We can just…worry about…one thing at a time." He quickly reattached the arm and placed his hands on his waist, giving the device a triumphant grin before grabbing his three-screened tablet.

"What are you working on?" Skye asked. She knew she probably wasn't going to understand half of his answer, but she always liked hearing about FitzSimmons's gadgets. And besides, it wasn't like anyone else on the plane was going to give her more interesting conversation at the moment. "That's one of the D.W.A.R.F.s, isn't it?"

Fitz was tapping on one of the tablet screens, and the D.W.A.R.F. slowly hovered into the air. "Yup," he replied. "It'll be good to have them with us, you know, to read radionuclides, photon emissions, that sort of thing. A lot of the stuff there hasn't been cleared for Division use yet. I'm trying…to recalibrate…Sleepy…so if there's any uncontained radiation at the Academy…we won't have to deal with any nasty…surprises."

Skye was pretty proud of herself. Despite her limited knowledge of science, the fact that Fitz had a screwdriver in between his teeth, and the strength of his Scottish accent, she had been able to follow most of what he'd said. Maybe she was getting smarter by being around FitzSimmons all the time. Or maybe Fitz had just figured out that she needed the version for dummies. Skye preferred to think it was the former option.

She groaned. "I thought HYDRA was going to be the worst surprise we'd find. I guess I was wrong if there's the possibility of freaking radiation."

"Like I said…one thing at a time." He briefly looked up at her and gave her a smile before returning to work. "I'm sure everything will be fine, Skye. Agent Coulson said we'll return to the Hub if there's any sign of a successful HYDRA takeover."

For some reason, Skye felt tears well up in her eyes. She quickly blinked them away before Fitz could notice. He always looked uncomfortable whenever she got over-emotional.

Skye would never have guessed in a million years that she would have ever ended up in the position she was in right now, in the middle of a world falling apart with nothing left to protect it. She fervently hoped that everything was all right at the Academy. She didn't think she could handle any more bad news, let alone have to deal with the aftereffects of a fallen SciTech. Besides the obvious consequences of an evil organization having access to potentially destructive resources, Coulson would probably lose his mind, and Simmons would be devastated.

When Simmons flashed through Skye's thoughts, she glanced behind her to make sure that she and Fitz were alone. If she was going to have time to kill, she could at least try to solve one mystery.

"Hey, Fitz?"

"Yeah?" He was holding the D.W.A.R.F. in one hand as he examined one of its sides.

She tried to keep her voice casual. "Do the words 'Redmires Cove' mean anything to you?"

Fitz didn't pause, or even look up at her. "Yeah, that's where, uh…that's where Simmons grew up." He set the D.W.A.R.F. back down on the counter and turned to the tablet, examining the incoming information. "Well, actually, it's what they call the little pond they have on the grounds." He laughed a little. "It's not even a cove, but I guess someone in the family came up with the name a while back and it stuck."

"Oh…so nothing, like, happened there or anything?"

Fitz was still engrossed in the tablet. "I think…yeah, I think Ellie used to ice-skate there…and in the summers she would have friends over to go swimming. But I mean, it's the north, so there was maybe one week of the year when that was even possible. Simmons never liked it, though. Always said it was crawling with some sort of bacteria or something."

"No, I meant…like, nothing _bad_ ever happened there?"

He shook his head. "Not…that I know of…no." After a few seconds, his hands stilled, and he slowly looked up at Skye. "Why do you ask, Skye?"

She gave a small shrug, trying to make sure her expression remained as innocent as possible. "No reason. Just wondering."

Fitz looked extremely confused. Skye was worried that he was going to ask where she had heard the phrase in the first place, but thankfully May's voice rang over the comms and saved her from having to answer any of his questions.

"Landing in two. Might wanna buckle up."

Fitz had his mouth open, undoubtedly to interrogate her further, but she took off up the stairs before he could begin. As she settled into a seat and fastened the safety restraint, she found herself more intrigued than she had been before. She knew she would have to focus on the mission ahead, but Skye felt a new kind of worry settle in her stomach.

Fitz had seemed genuinely clueless when she'd questioned him down in the lab. But those two words obviously meant something to Simmons, or else they wouldn't have been scribbled in her psych evaluation. Something had happened at Redmires Cove. The fact that Simmons had something in her past wasn't the part that worried Skye.

It was the fact that Fitz didn't know about it.

* * *

Benny was still staring at the closed cell door. Ellie had no idea what to say. All of the words that went through her mind seemed so incredibly shallow, none of them good enough for what she needed. In just a few minutes, she had watched someone's world come crashing down.

Ellie was pretty certain that she had never been in love. There had been a few boyfriends over the years, sure, but none of them had lasted too long. She had always been so busy in her studies, and she had moved so quickly through her education, that having a lasting attachment just seemed impractical.

No, Ellie didn't know what it felt like to be in love. But she did know how it felt to have her heart broken. And she had had to watch helplessly as Claire broke Benny's.

She shakily stood up and walked over to him, ignoring the searing ache in her limbs. He didn't seem to notice her, so she simply stood there next to him for a few moments before she decided that she had to at least say _something_.

"Benny…" she began quietly. "I'm so sorry."

It was so cliché, and she hated not being able to say anything more comforting, but the words were oddly the only ones that seemed to convey what she wanted to say without sounding patronizing.

He continued to stare at the door, his eyes out of focus. "It's not your fault, Ellie," he murmured. There was another pause before he slowly turned to face her, and her own heart broke at seeing him in so much pain. "I can't believe she would do something like that."

Ellie tried to choose her words carefully. "Fear…makes people do all sorts of things they normally wouldn't."

Benny nodded absentmindedly, but Ellie could tell her words had probably just gone in one ear and out of the other. She suddenly realized that Benny had lost the one thing forcing him to follow HYDRA's orders. She grabbed onto his hand, willing him to look at her.

"Benny, listen to me. They're going to want to continue with the electroshocks. I need you to promise me that you won't fight them. Promise me that you and you alone will administer them." He was shaking his head, so she gripped his hand tighter. Her vision blurred as she tried to blink back her tears. "Benny, please. They'll kill you if you don't cooperate, and I wouldn't be able to live with myself if that happened."

"Ellie, do you even realize what you're asking me to do? You're asking me to basically kill you slowly."

"I'm going to die anyway, Benny," she whispered. "It's bound to happen eventually. And…" she paused. "And I don't want anyone else on the switch. I don't _trust_ anyone else on the switch. Promise me, Benny."

He simply stared at her for a long time before nodding. She breathed out a sigh of relief and released his hand.

"You're crazy. You know that, right?" He was smiling, but his eyes were glistening with tears.

She smiled in return, thinking back to something Leo had said when she had first started out at the Academy. He had compared her to Alice in Wonderland, telling her that once she went down the rabbit hole of scientific anomalies and people with incredible abilities, she would never be able to leave. Being far below the surface of the earth in a dark cell, unable to escape and seeing things she never thought she'd see in her life, Ellie felt more like Alice than ever before.

She turned around and headed back to her cot. "We're all mad here," she said softly.

* * *

Benny lost track of the days after that. He tried to endure Ellie's screams, but each one threatened to crumble his resolve. He couldn't believe that these were his only two options, to either kill an innocent girl or to be killed himself. In all honesty, he didn't really consider his life all that important anymore. But she had asked him to be the one to give her the shocks. And even though he hated doing it, he knew he would hate it even more if someone else took his place.

The effects were getting worse, though. She was already so thin to begin with, but he could tell that no matter how much extra food he snuck her, it wasn't enough. Each time he lifted her out of the chair, she seemed lighter. She was being paralyzed for longer and longer periods of time, too, and every time he carefully brought her back to her cell, he worriedly wondered if it would be the time she wouldn't be able to recover.

At around 400 volts, her breathing started to become more labored, and he stayed awake for almost two days straight to make sure her heart didn't stop. Those days, after checking to make sure they were alone, he gently pulled on the chain around her neck and blew on her whistle himself before tucking it back under her sweater.

Benny had no idea what the whistle did. If it really was a dog whistle, he highly doubted it would work, and even if it did, it was hardly likely that a dog would be able to lead a search party down into the depths of wherever they were. But it was important to her, and if she wanted to have a little hope that she might escape, Benny wasn't going to take that away from her.

On his own time, Benny actually tried to look for other ways to get them both out of there. He casually dropped questions to some of the other guys about finding out their location, but most of his peers were as clueless as he was. One time, he found some kind of control room, but before he could look for a phone or any other kind of communication device, a group of guards came down the hallway and ordered him back to his quarters. He even hid in some of the storage closets, waiting for the early hours when it wasn't so crowded, before trying to find an escape route, but there was always someone roaming the halls, and Benny was running out of excuses for being caught in places he shouldn't be.

He knew they were almost out of time. She was going to die soon. And Benny knew that he couldn't do it. He couldn't kill her.

One day, the colonel lost his temper.

They were in another session, about to administer the first shock. Benny was on edge, because he had figured out early on that the worst cases were the ones where the wires were attached to Ellie's head. The colonel started with his usual spiel, asking Ellie if she had changed her mind about helping HYDRA.

"Go to hell," she said, setting her jaw against the oncoming torture.

Talbot lost it. He leaned close to her. "You're going to die, Doctor. You're going to die because you had the means to save lives and you refused. You selfish bitch."

Benny almost lost control himself, but before he could say or do anything, Ellie spit in the colonel's face. It took all of Benny's willpower not to laugh out loud. He was so proud of her.

But his good mood faded quickly. Talbot was not accustomed to being disrespected so blatantly, and he was already so angry, that before Benny knew it, he backhanded her across the face. One of the rings on his right hand left a gash on her cheek, and the force was so strong that it knocked her out.

"Damn it," he whispered, before backing away and readjusting his ring. "We'll continue tomorrow," he said tersely. "Now get her out of my sight, Pollack. I'm tired of looking at her."

After Benny brought her back to her cell, he worked diligently at cleaning the cut on her face. He tried to be as gentle as possible when applying the antiseptic, but she stirred awake at the sting.

"Oh," she said as she saw him, and relaxed back onto her pillow. "Thank you, Benny," she murmured.

"Ellie…"

"Yes?"

Benny tried to keep the tears out of his voice. "Can't you just give it to them?"

She turned to face him, lying on her side. Tears were in her eyes as well, but he knew it wasn't from the cut on her cheek. "I can't, Benny," she whispered.

His hand stopped cleaning her wound. "What do you mean?"

"It's gone." She was crying openly now. "All of it. The source of the drug, all of my research. Everything."

Benny leaned closer to her, placing a bandage on her face. "Then why don't you just tell them that?"

"Because…" She paused, probably weighing the decision of whether or not to tell him. "Because I think the last sample of it was used on someone." Benny must have looked confused, because she continued. "If that's true, Benny, then whoever received the drug holds the last remnants of it in his or her blood." She sniffed. "If HYDRA knew, they would stop at nothing to find that person. And I am _not_ going to put someone else's life in danger."

Benny nodded, letting her know he understood. He gently brushed a few of her tears away and made sure the bandage was secure before taking his usual spot on the floor next to her cot. She gripped his hand tightly in hers until she fell asleep.


	6. Chapter 6

_Her hands fished around the water in desperation. She was still screaming, but she had no control over her voice, focusing all of her attention on reaching for the small form below the ice. She was shivering so much that when she bit down on her lip in concentration, she tasted blood._

_ She was just about to break more of the ice and expand her search when her fingers brushed against something soft. Hair. She gasped and moved her hand around further until she was able to grab onto the tiny arm. _

_ Using all of her strength, she pulled the body up onto the thin surface. Her screams stopped as she looked at the pale, motionless face._

_ No._

_ This wasn't happening._

_ No._

_ She couldn't be d-_

_ No._

_ But her face was so still. _

_She could've been sleeping. Except for the fact that she wasn't breathing._

_ She carefully clasped her hands together the way she had seen in one of the books she'd gotten from the library. She was shaking, but she couldn't fail. If she failed, it was all her fault. It was all her fault no matter what._

_ Leaning forward, she placed her hands over the small chest and pressed down._

Jemma sat up gasping, almost as if she had been trapped underwater and was now coming up for air. Her hands reached out in disorientation for the first thing she could find, and landed on a crumpled-up sheet of paper. She looked around in confusion, and everything came back to her.

HYDRA. Agent Weaver. The Academy. They were on their way. And according to Agent May, whose voice had been the one to wake her up, they would be landing in two minutes.

Jemma placed her head in her hands and took a few deep breaths. She cursed herself for dozing off when the mission ahead hinged on her ability to stay alert. She glanced down at the half-finished list she had been making earlier and decided to leave it as she exited the bunk. She knew what they had to do.

Jemma joined Coulson, Fitz, and Skye in the cargo hold for her first-ever suiting-up experience. The Kevlar felt heavy and unfamiliar on her torso as she strapped on the bulletproof vest, pointedly ignoring the anxious looks coming from Fitz.

"Sir," she heard him ask Coulson after she had brushed off his concerned murmurs for the third time. "Can, um, can I talk to you for a minute?"

"What is it, Fitz?" Coulson replied tersely, loading up the ICERs.

"It's just that, uh, well, don't you think Simmons and I should wait until you've, uh, made sure there's no sign of HYDRA?"

Jemma rolled her eyes. "Fitz, honestly, I'll be fine-"

"Not enough time," Coulson said, cutting her off. "Besides, we've been on the ground for a while now and there's been no sign of anyone yet, good or bad. Usually, the bad guys don't like it when anything unfamiliar lands on their turf. And by 'don't like it,' I mean we'd probably have seen some gunfire by now."

"Radio's quiet," May announced as she strode into the hold. "We haven't been asked to identify ourselves or give our security clearance."

"Well," Coulson responded, snapping the magazine into the last ICER before starting to hand them out. "Security clearance is not exactly something anybody cares about right now."

Skye held up a hand, looking around in confusion. "Sorry to state the obvious, but since no one's saying it…couldn't we be walking into an ambush?"

Coulson passed over her and handed the last ICER to May. "Wha-Don't I get one?" she asked in alarm.

He avoided her eyes. "I need someone to watch the plane, Skye."

Skye had her mouth open, looking like she was going to interject again, but Coulson ignored her and turned to face the rest of them. "Now, Simmons, where should we start?"

Jemma took a deep breath. "Well, if HYDRA has taken over, they've most likely set up base in the main building. And if the faculty has been able to fight back successfully, they'll…probably be in the same location."

"Main building it is, then." Coulson glanced between them, and Jemma could see the first hint of uncertainty in his eyes. "Do you guys have everything you need?"

Jemma turned to Fitz and pointed to his rucksack. "You have the-"

"D.W.A.R.F.s, yes, and you made sure to-"

"Put in the spectrographic analyzer. Of course. And we decided to leave-"

"The Retrievers on the plane and come back if we need them, but we have the-"

"Heat signature device ready to go."

They nodded to each other and collectively took a breath before turning back to Coulson. "Yes," they replied in unison.

The smirks on Coulson's and May's faces, as well as their shared glance, was so familiar that Jemma almost forgot about everything that had happened over the past couple of days. For a few seconds, they were just going on another mission, she and Fitz were finishing each other's sentences, Coulson and May weren't fighting, and they were all still agents of an intact organization.

But Coulson's smile faded as he quickly looked away from May, his sober expression bringing them all back to reality. He cleared his throat.

"Okay, May and I will run point. FitzSimmons, you are to stay _right behind_ us, is that clear? You're each other's responsibility, so don't let the other one out of your sight." Jemma fought the urge to sigh in exasperation. She didn't think that was going to be a problem.

"Skye, head upstairs. Try to open up any backchannels to tell the Hub we're here. Until we know the scope of HYDRA's forces, we want to make sure we stay under the radar." Skye nodded, even though she didn't look very pleased with having to stay behind.

Coulson briefly glanced between all of them. "Let's go."

"Wait," May said. They all turned to look at her. "I'll go first, Phil."

There was a pause, but Coulson gave her a brief nod before signaling to Jemma and Fitz to stand up against the hold wall. Jemma held her ICER up at the ready as May lowered the cargo ramp and made her way outside. Jemma found herself standing closer to Fitz, her heart hammering loudly in her chest. She held her breath as she waited for the sound of May's voice and tried not think of the possibility of hearing rapid gunfire.

"Clear," she heard May shout. Jemma breathed out a sigh of relief, even though she knew that their adventure was far from over.

She and Fitz followed closely behind Coulson as they exited the plane. The grounds were eerily quiet. Of course, Jemma would have expected operations to cease on the campus, but she hadn't expected it to be quite so…dead. Dread settled in the pit of her stomach as they edged closer to the main building. Fitz was nearly attached to her hip, which helped calm her down a bit. He held his ICER up, aiming it to their left, while she held hers out to the right. Every so often they glanced over at each other to make sure the other was still there, and after about a minute his free hand found hers. She squeezed his hand in thanks. Whatever they would encounter there, whatever happened to them, they would deal with it the way they always had, ever since they'd met on those very grounds so many years before. Together.

As Jemma looked around, she was relieved to notice that all of the structures were still intact. But as they advanced towards the main building, Jemma could see that the front windows had been shattered. Two armed sentries were guarding the entryway. As soon as they noticed the approaching group, they raised their weapons at them.

"Who are you?" one of them shouted. Jemma's breath caught in her throat and she gripped Fitz's hand tighter.

Coulson held his ICER up in surrender, gesturing for the rest of them to do the same. "I'm Phil Coulson, agent of S.H.I.E.L.D." He continued to walk closer to the doors, and Jemma had to stifle a gasp. Why wasn't he being more cautious?

"S.H.I.E.L.D.?" the guard repeated. Jemma wasn't sure what he meant. Was he asking them as a way of making sure they were on the same side or was he asking them as a way of making sure he should kill them on the spot? Before Coulson could respond, the guard turned around to someone behind him.

"Who is it?" Jemma heard a familiar voice say. The guard muttered something, and then Agent Weaver was standing in the doorway. Jemma's knees nearly gave out from relief as they all rushed forward to greet her. Agent Weaver immediately walked over to Jemma and wrapped her arms around her.

"Jemma, oh thank God you're alive," she said as she pulled away, tears in her eyes. She turned to Fitz and placed a hand on his arm. "And you as well, Leo. Oh, and you're both together. You have no idea how relieved I am to see you all." She faced Coulson and May. "But what on earth are you doing here?"

"We've been trying to ascertain which S.H.I.E.L.D. bases are still intact," Coulson responded. "We were at the Hub, and we figured that since SciTech was so close, we'd come and see for ourselves how you were faring. I take it you were able to combat HYDRA?"

Agent Weaver nodded. "Yes, but…well, why don't you come inside and we can talk about it there?" She glanced around the grounds, worry etched on her face. "I'm not entirely sure it's safe out here."

As they followed her into the atrium, Jemma gasped quietly. Most of the windows were completely gone. There was a row of cots near the front desk where it looked like some people were receiving medical treatment, and the back wall was lined with what looked like bags of supplies. But the thing that drew Jemma's attention the most was surrounded by broken glass. The Wall of Valor was completely destroyed, reduced to a pile of rubble.

"Oh, no," she breathed.

Agent Weaver noticed where her gaze had fallen and sighed. "Yes, it looks like we'll be undergoing repairs for quite a long time." Her voice cracked. "And I suppose we would've had to build a new Wall anyhow, so it's fitting, in a way."

Jemma stepped forward and placed a hand on Agent Weaver's arm. "What happened?"

When she met her eyes, there was so much pain that Jemma instinctively leaned closer to Fitz. She didn't know if she was ready to hear what had happened.

Agent Weaver smiled, even though she had started to cry. "Everyone was so brilliant, Jemma. The students, the faculty, everyone. I was shocked. Many of the older students barricaded themselves in the boiler room, of all places, but quite a few of them actually stayed out to fight. There were only a handful of HYDRA sleeper agents, mind you, but they took all of us by surprise. I've never seen anything like it. Some of the cadets…it's almost as if they'd been practicing combat skills on their own, although I wouldn't have the faintest idea when they'd have the time to. We were able to retake control of the Academy, but HYDRA effectively destroyed our security systems. We're all but defenseless right now. And we've had no communications with any of the main bases. I've had to field calls all day from worried parents. Do you have any idea how hard it is to tell someone that their son or daughter has been-" She broke off, unable to finish her sentence.

Jemma felt her stomach drop.

"How many?" Coulson murmured.

Agent Weaver took a breath and met his gaze. "Three professors. 27 cadets." She paused. "Most of them in their first year."

Jemma swayed on the spot, and she felt Fitz's arm wrap around her waist. Her eyes wandered to what she had originally thought were bags of supplies by the back wall. She quickly counted them. They weren't supplies. They were body bags.

"Oh, God," she whispered. She turned into Fitz's arms, not caring who would see her.

That could have been them, or even Ellie. All of those helpless students with no means to defend themselves, students who had undoubtedly worked very hard to get into the Academy in the first place, students who had joined S.H.I.E.L.D. with the wide-eyed optimism of discovering new advancements in science and technology, were gone.

She heard Coulson and May conversing with Agent Weaver as Fitz wrapped his arms tightly around her. There were two layers of Kevlar between them, but she could still hear his heartbeat, and she focused on its rhythm as the voices behind her spoke quietly.

"We're very sorry for your losses, Agent Weaver. But believe me when I say that I am extremely relieved to hear that the Academy is ours once again. Are you sure HYDRA has been flushed out?"

"There's been no sign of the organization since Captain America brought down HYDRA's helicarriers at the Triskelion. But I'm afraid we've been quite out of the loop, which is why I've insisted upon all students remaining in this building until we get our systems back up."

"Where are the students now?" May asked.

"Most of them are set up in the lecture halls, but I know many are quite anxious to leave."

"We've actually come because Agent Simmons said there were resources here that could be dangerous if they ended up in the wrong hands," Coulson explained.

"Yes, that's true. If only we could reboot our bloody security system, we wouldn't have to worry about that."

"Actually," Fitz said, gently pulling away from Jemma and placing one hand on her back as they walked closer to the group. Jemma wiped away her tears and tried to give her full attention to the task at hand. "I could join the guys here and see if we can get it back up, and maybe we can even bring Skye over to set up an encryption so it'll be more difficult to take down again."

Agent Weaver smiled at him. "Oh, Leo, that would be wonderful. I really can't tell you all how happy I am that you're here. It's been…a difficult night, to say the least."

Coulson nodded. "We're happy to help, and we'll do anything we can to make sure the students get home to their families. But unfortunately we can't stay long. Fitz, why don't you get started on rebooting their systems? May, you can head back to the plane and bring Skye over, tell her what's going on. And Simmons…is there anything you think we should definitely take with us back to the Hub?"

Jemma tried to keep her voice strong. "Um...yes, I think it would be best if we looked through the research and development arsenal, particularly keeping an eye out for any prototypes of weapons fuelled by Tesseract technology. And I should probably go through the pharmacology storeroom as well. Do you think it would be possible for me to speak with Professor Martell?"

Agent Weaver had a pained expression on her face. "Unfortunately…Professor Martell was one of our professors that didn't make it." There was a heavy pause, and Jemma tried not to think about Ellie. Agent Weaver cleared her throat. "But if you'll come with me, Jemma, I can take you to the storeroom and the arsenal. Agent Coulson, would you mind staying here for a few moments?"

"Not at all," Coulson replied. "I'll speak with some of your administrative team, and try to see if we can at least get the students back to their dorm rooms."

"Thank you." She turned to face Jemma. "Are you ready?"

Jemma glanced behind her at Fitz, and she met his eyes for the first time since they'd walked in the atrium. She saw the same pain that was coursing through her at the moment on his face. She wanted nothing more than to reach out for him again, but instead she said softly, "See you in a bit?"

He gave her a small nod. "See you in a bit."

* * *

The next day when Ellie opened her eyes, she knew it was probably one of the last times she would do so. She was getting too weak now. If the electroshock session didn't kill her that day, then surely it would manage to on the next.

She and Benny went through their routine silently. She tried to eat as much as possible to build up her strength, but thinking about her impending death had a way of destroying her appetite. Her thoughts automatically turned to what she was leaving behind. She thought of Leo as she blew on the whistle first thing in the morning. She thought of Mum and Dad as she ran her fingers through her hair, untangling the countless knots she found there. She thought of Jemma as she carefully folded up her blanket and placed it on the end of the cot. Benny had originally teased her for her meticulous attention to a routine that hardly mattered, but he must have realized that it kept her sane, because he'd stopped after a while.

He stood diligently outside of the hovel of a bathroom she was allowed to use once a day, giving her as much time as she needed. She splashed cool water on her face and was glad there wasn't a mirror in there. Despite knowing she was going to die soon, she still cringed at the thought of how dreadful her appearance must be. She was still in the same clothes she'd been in when HYDRA had first kidnapped her, and she hadn't been allowed a shower. She knew it didn't matter, really, and it was such a silly thing, but Ellie was a little disappointed that she would die a filthy, shriveled-up stick, never to truly make a difference in the world, never to actually fall in love, never to see her family again. She allowed herself a few tears of self-pity before carefully wiping them away, adjusting her jumper, and pinching some color into her cheeks. She might have to die in a pathetic state, but she would die with as much dignity as possible.

When they came to collect her that day, she didn't struggle. But as one of the men pushed her towards the chair, she was so weak that she accidentally stumbled to the ground.

She heard the colonel sigh. "Benjamin, put her in the chair. We don't have time for this."

Ellie tried to stand up on her own, but she was secretly glad to have Benny there to help her. She gave him a small smile in thanks, and he held her gaze for a few moments before she saw something that made her stomach drop. It was just a tiny thing, a darkening of the eyes, a small twitch in his jaw, but she noticed. She silently begged him not to do anything, but she had a feeling it was too late. He'd snapped.

Benny turned to face the colonel, his hands still supporting her arms. "You know what? No. Enough is enough. This is ridiculous. She can't help you!" He gently pushed her behind him so he was standing between her and Talbot. "And I won't continue to be a part of this."

The colonel just rolled his eyes. "Pollack, you know what happens if you-"

"Yeah," Benny interrupted. "I do. And I don't care. You've got nothing on me anymore."

Ellie reached out, lightly touching his arm. "Benny-"

He ignored her. "Do whatever you want to me, but I'm not hurting her again."

Ellie closed her eyes in disappointment, not wanting to know what was going to happen next. There was a long silence before the colonel spoke again.

"Very well. Have it your way. You don't think we've been listening to your late-night conversations together?" Ellie's breath caught in her throat. What was Talbot talking about?

"Put him in the chair," he ordered after another pause.

"No!" she screamed, but it was too late. Someone was already holding her arms behind her back and dragging her towards the colonel. She was too weak to fight back. She had to watch helplessly, tears threatening to spill over, as Benny was strapped to the chair. He struggled, but there were too many men against him. He avoided Ellie's eyes, probably knowing that he would see the look of betrayal she undoubtedly had on her face.

"Now, Dr. Simmons," Talbot turned to face her, standing just far enough away from her that she wouldn't be able to spit in his face again. "Who was given the last dosage of the GH-325?"

Ellie shook her head. This wasn't happening. Why had she told Benny that? She should have known there would have been ears in her cell. It was HYDRA, for God's sake.

"Perhaps you didn't hear me, Doctor." The colonel walked over to the electroshock generator and turned the dial. "I asked you…who was given the last of the GH-325?"

His finger was poised on the switch. "I don't know!" she cried.

The colonel placed a hand up to his ear. "Hmm. There must be some kind of sound problem in here, because I didn't quite catch what you said there, Doctor." He shrugged his shoulders before flicking the switch.

Benny's fists clenched together against the pain. She noticed the colonel slowly turning the dial to the right. After a few seconds, Benny was unable to keep from screaming.

"Stop!" she shouted. "You'll kill him!"

Talbot waited a few more seconds before turning the machine off. "His life is in your hands, Dr. Simmons. I might swing the axe, but you're signing his death warrant. Now, once again, whose blood contains the drug?"

"Please, I don't know!"

The colonel sighed, and flicked the switch again. Benny's screams were almost too much for her to handle. She saw Talbot's finger about to turn the dial further, and she felt something in her crack.

"Stop! Stop!" she cried. The colonel looked up at the change in her voice, but the machine was still on. "Please. I'll tell you!"

Ellie's shoulders slouched from exhaustion and regret from what she was about to do. Talbot was looking at her with a curious smile that made Ellie want to vomit. In her peripheral vision, she could see Benny shaking his head at her, but she looked straight into the eyes of the colonel, feeling an unfamiliar level of hatred boiling within her.

"Yes?" he asked mildly, and even though she wanted nothing more than to wipe that smug grin off of his face, she knew that she was defeated.

"It was given to someone on Agent Coulson's team at S.H.I.E.L.D.," she said tightly, hating herself with every word. "That's all I know."

Ellie saw a glint of something in the colonel's eyes. He walked towards her and gave her a subtle nod, apparently thanking her for her cooperation. He then proceeded to pull out a pistol and pointed it at Benny.

Ellie was sure her heart stopped. She struggled against the grip on her arms. "Sir, that's all I know! Please, you have to believe me!"

Talbot turned to face her, but the gun was still trained on Benny. "Oh, I do believe you, my dear. Unfortunately, though, Benjamin here is incapable of following orders. And we can't have that here at HYDRA. His services are no longer required."

She opened her mouth to defend him, but her voice was silenced by the distinct sound of a gunshot.


	7. Chapter 7

Ellie was vaguely aware of someone screaming. As they threw her and Benny back into her cell, locking the door behind both of them, she realized that the screams were coming from her own throat.

She quickly crawled over to Benny, trying to assess the damage through her blurred vision.

"Benny? Benny!" His eyes were closed, but his chest was slowly rising and falling. She carefully peeled back his jacket and saw that the bullet had pierced his abdomen.

"Oh, God," she whispered, as she placed one hand on the wound. She was still incredibly weak, but she used every last ounce of strength she had to lift Benny into somewhat of an upright position, resting his head on her lap. She looked down at her hand, which was already completely covered in blood. He was bleeding out too fast. She needed something else. She was about to remove her jumper to apply more pressure when she felt Benny's hand on hers.

"Don't," he whispered, pointing in the general direction of where her whistle rested underneath her jumper. She wanted to ignore him, hardly caring about the possibility of HYDRA discovering her whistle anymore, but there was something in the way he was looking at her that made her pause. She placed her hand back on the wound, and even though she knew he wasn't going to make it, she tried to smile at him through her tears.

"You, mister, are in big trouble." He gave her a weak smile in return, but she couldn't do it. She couldn't pretend as well as he could. She focused on putting as much pressure as possible on his wound, and avoided his eyes.

"I know I…broke my promise, Ellie," he said, his voice coming out in short bursts. "I'm sorry-"

"Shh," she whispered. "Don't talk too much, Benny. You'll need your strength. Just hang on for a little while longer, okay? I can get you help."

He was still smiling. "I think…it's a little late for that, Ellie." He paused. "You did all you could."

She shook her head, trying to keep her hysteria down. "No, I didn't. I told them what they wanted to know and they hurt you anyway. It was all for nothing."

"Hey." Benny rested his hand on top of hers, and even though she knew it was to comfort her, she was glad for the added pressure on his abdomen. She tried not to let her eyes wander to the pool of blood spreading around them. "You're still alive. That's not nothing."

She felt the tears coming back. "Just hold on, all right? I'll see if I can get you some water." She moved to carefully stand up, but he was shaking his head.

"Ellie, Ellie, no, just stay here." His smile faded a little. "Please? Just…stay."

She looked at him pleadingly. "You need water, Benny."

He weakly reached his hand up to her face, brushing a lock of hair behind her ear. His eyes were slightly out of focus. "You can't…give them what they want."

"I won't, Benny," she whispered.

"No, Ellie, listen to me." His eyes became clear for a few moments as he tried to lean closer to her. "Don't let them…take away…who you are."

Ellie shook her head in confusion. "What do you mean?"

He smiled again, and he was looking at her in a way that she didn't think she'd ever been looked at before. "You're a fighter, Ellie."

It was completely bizarre, and it didn't make any sense, but Ellie felt a blush on her cheeks. She quickly realized where they were and what was happening, though, and all of that disappeared as she tried to keep her tears from spilling over. "_You're_ a fighter, too, Benny. You just need to hang on."

Benny laughed a little, which turned into a cough, alarming Ellie further. But he seemed to regain a little control after a few seconds, even though his breathing was still labored. "Me?" he scoffed, before weakly shaking his head. "No, I'm a coward. But you…" He was still looking at her with that peculiar awe she didn't understand. "You're gonna change the world. You can do it, Ellie. You can get out of here. You need to at least try. You've got your sister, and people out there that love you."

Her vision blurred again. "Benny, you've got people, too. Don't-"

"All I had…was Claire. And she's gone." He was trying to make her feel better, but his words were hardly comforting. "No one's going to care if I die."

Ellie couldn't hold back the tears anymore. "You've got _me_," she said shakily, nearly hyperventilating. "_I _care if you die."

He rested his hand on her cheek again, trying to wipe away some of her tears. "Hey, hey. No, don't cry." He smiled at her. "There's nowhere else I'd rather be right now."

Despite the gravity of the situation, Ellie heard a laugh escape from her lips. She looked at him with doubt and Benny seemed to realize what he'd said, chuckling a little as well. "Okay, so maybe I'd rather be somewhere a bit nicer…like a tropical island or something." He paused, closing his eyes for a long moment, and something of a grimace passed over his face, the first sign of pain he had shown since he'd been thrown in the cell. It went away as he looked at her again. "But there's no one else I'd rather be with right now."

Ellie found herself unable to speak, the tears continuing to stream down her face.

"Promise me…you'll fight, Ellie," Benny said weakly. The blood had spread around them at an alarming rate, and Ellie knew he didn't have much time left. She felt utterly useless as she nodded at him through her tears.

"I promise," she whispered, even though she still didn't quite know what he meant. Did he seriously think that she had the strength or the power to be able to escape on her own? No, she was dead the moment she had arrived. But she never thought she'd have to watch someone else die because of her, someone she had strangely grown to trust, someone she might have even considered a friend if they had somehow made it out of there.

As Benny slowly brought her hand to his lips, she realized that he really was her friend. He was the last person to show her any kindness, and his smile was probably going to be the last one she ever received. "I'm really…glad…I met you…Ellie."

She wanted to tell him that she was glad to have met him, too. He had been there for her when she'd literally had no one else. She opened her mouth to speak, but Benny's hand had gone slack in hers. She stared down in disbelief at his unseeing eyes, the unspoken words on her lips gone with his last breath. As a heavy silence fell upon the cell, Ellie felt something break deep inside of her.

Time seemed to slow down. Her tears stopped abruptly, and she simply sat there, completely still, for what felt like hours. She felt detached from her body, as if she were watching herself in a film, as she gently closed his eyes and laid him on the ground, folding his hands over his chest.

She leaned down and kissed him on the forehead. "Thank you, Benjamin Pollack," she whispered. "I'm sorry I couldn't save you."

* * *

May sighed as she closed out of the backchannel Skye had opened up to the Hub. She had finally managed to get through to Agent Shaw, but they had kept their conversation short for the sake of security. So far, everything seemed to be stable at the Hub, but Shaw had informed her that Agent Romanoff was scheduled to testify in front of a Senate subcommittee at a hearing later that afternoon. May had been aware that the aftereffects of a fallen S.H.I.E.L.D. were going to be drastic, but it must have been more serious than she'd thought if Natasha was publicly speaking on Capitol Hill.

May wanted to go check on Coulson, but with Skye working with Fitz on the Academy's security systems, she didn't feel comfortable leaving the plane unattended, especially since they had technically requisitioned the vehicle without permission. She sighed again as she headed towards the cockpit, deciding that she may as well finalize their flight plan back to the Hub so they could return as soon as possible. As much as she wanted to make sure the Academy was secure, May was a little more concerned with keeping the Hub out of HYDRA's hands.

When she exited the small office, she nearly walked straight into Fitz. Well, to be more specific, Fitz nearly walked straight into her, but she expertly sidestepped away from him to avoid a collision.

Fitz looked like a deer trapped in headlights. "Oh! Agent May. I was just, um, bringing back some of the equipment that we're, um, taking to the Hub." He avoided her eyes and rubbed the back of his neck, looking extremely uncomfortable. May had a feeling she knew why Fitz wanted to be anywhere else but stuck in the same room as her, so she summoned up her most light-hearted voice to try to ease some of the tension.

"What's that?" she asked, pointing to the tripod-looking device Fitz had gripped in one hand. His eyes widened, and he looked at her in confusion until he seemed to realize what she was talking about.

"Oh! This…" he paused dramatically, picking up the device and setting it in between them, "is what we believe to be one of the very first prototypes of the HYDRA cannon Arnim Zola developed during World War II."

May didn't show any outward signs of alarm, but she took a step forward and turned the legs so that the barrel was no longer pointed at her body. Fitz seemed to realize the implications of what he'd said because he quickly held a hand up in apology. "Oh, it's not operational anymore. No, it's been dead for quite some time now, but we've been holding it at the Academy as a sort of reminder of the dangerous side of tech advancement." He paused, looking at the weapon with a mixture of awe and disappointment. "This thing used to be able to vaporize squadrons of men at a time," he said quietly.

"So you want it…on the plane," May said slowly, trying not to sound too apprehensive.

Fitz shook his head. "We can't take any chances, though. It's been dormant for nearly 70 years, but HYDRA's back and there are people playing around with Tesseract technology and…I don't know about you, but I'd feel a lot better if it were at the Hub."

May didn't like any of it, but she had to agree with him. "Okay," she said. She gestured behind her. "Were you taking it to the office?"

Fitz nodded absentmindedly, apparently still lost in thought. "Yeah, yeah, the, uh, lab downstairs is kinda full already and Agent Coulson said to use the office for additional space."

She helped him move the ancient cannon into the office. "Do you need any more help with the equipment?" she asked as they carefully set it down near the back of the room.

Fitz shook his head again. "No, I think we've got all we need. There were only a few things that we thought should definitely get locked down. This," he pointed to the cannon, "some nanobot prototypes that use Adamantium-tipped darts, a couple rifle models that looked a little sketchy, and then that, um, ionized air cannon Donnie Gill invented."

"So you've got everything then?"

"Well, Simmons is still going through all the pharmaceutical stuff with Agent Weaver, but, um, I think she should be done soon."

"And the security systems?"

"Oh, they're back up. Yeah," he said, placing his hands on his waist. "Um…Skye's over there now installing some kind of software to protect it from crashing again."

He was still avoiding her eyes, and even though he was politely answering her questions, May could tell that he was still uncomfortable in her presence. To be fair, May realized that this was probably the longest conversation they'd ever had together. She didn't exactly want to prolong his discomfort, but she had been observing him long enough over the past few months to know that something was bothering him. So much had happened in the last 24 hours, to all of them. If it was difficult for her to digest, someone who had been practically desensitized to pain over the years, it was probably a hundred times more difficult for Fitz, an engineer who most likely never thought he'd see combat, let alone a destroyed S.H.I.E.L.D. May didn't reach out very often, but she felt that under the current circumstances, she was almost obliged to do so.

"And…how are you doing, Fitz?"

Fitz seemed baffled, undoubtedly thrown by her question. "I'm, uh-"

She decided to help him out a little. "I know it must be difficult to see the Academy in the state it's in right now. Especially with what happened at the Hub yesterday."

Fitz briefly met her eyes for a few seconds, and she could tell that he had been trying to avoid thinking about any of it for the sake of his sanity. But May knew that that kind of approach to trauma could almost be more dangerous than lashing out. Granted, May didn't talk about her feelings with others often (or ever), but she had learned over the years how to address them in a way that worked for her. She knew how to handle her anger and fear. Fitz didn't.

"I didn't get a chance to thank you for what you did, by the way," she said quietly.

Fitz looked at her in confusion, and then seemed to remember what she was referring to. He waved a hand dismissively, avoiding her gaze again. "It's, uh, it's fine," he replied, his ears turning pink.

She shook her head. "No, it's not, Fitz," she said firmly. He glanced over at her, apparently surprised at the gravity of her tone. She took a breath. "I owe you one."

Fitz snorted. "Yeah, uh, I don't think so. You were doing pretty well on your own, if I remember correctly."

"Regardless-"

"Look, how about, uh…" he interrupted her. "How about you don't try to shoot me in the head anymore and we'll call it even?"

May briefly closed her eyes, the guilt of that unforgivable act weighing heavily on her shoulders. She deserved that. But when she looked back at Fitz, she saw that he had a smirk on his face.

"I think that can be arranged," she smiled at him, and she was relieved to feel some of the tension finally leave the room. Fitz gave her a nod before turning around, probably to head back down to the lab.

"Agent Fitz?"

He spun around. "Yeah?"

May hesitated. "When this is all over…you should probably talk to someone."

Fitz looked confused again. "I don't understand-"

"You shot somebody," she said softly. "That's not something easy to walk away from."

He looked down at his hands. "Yeah, well…I guess we've all done things recently that we didn't think we were capable of."

"You should still-"

"Yeah," he said abruptly. "I will. Um…I'm gonna go check to see if Simmons needs any more help with the, uh, chemical stuff." He was backing away from her slowly, edging closer to the door and trying to slip away as surreptitiously as possible.

May sighed. She supposed she shouldn't have expected anything different. Fitz liked to talk about his feelings just about as much as she did. She gave him a nod, and he seemed ready to bolt when she remembered something.

"Oh. Agent Fitz." He turned back around to face her, looking like he very much did not want to be there anymore. "Skye wanted me to tell you that one of the Golden Retrievers was acting up a while ago."

An odd expression passed over his face. "What?"

"She said one of them was moving around in the case. Thought you might want to take a look at it when you get the chance."

Fitz's face turned white, and his eyes became clearer than she'd seen them in a while, almost as if he'd come out of a fog. "Which one?" he whispered.

May shook her head, confused. "I don't-"

"_Which one_?" he repeated more loudly, but before she could ask him what was wrong, he darted out of the door.

"Fitz!" she called after him, racing down the stairs on his heels. He stormed into the lab and walked over to the counter, the Retriever case resting on its edge. When he opened the case, one of the Retrievers was pulsing with yellow light, but it remained stationary in its holder. Fitz's face, already pale, grew even whiter. He ran over to his backpack and took out his tablet.

"Come on, come on, stay with me," he muttered.

"Fitz, what's wrong?" May asked, but he ignored her. He was somewhere else, only focused on the device in front of him. She tried to glance over his shoulder at the tablet, which was displaying some kind of map. He tapped on the screen, the map zooming in to a more specific location. It seemed to zero in on the D.C. area, but before anything more precise showed up, a red error message appeared on the screen, reading "Signal Lost."

"Bloody hell, come on," Fitz cried in a fit of panic, trying to zoom back in on the screen. The glowing Retriever grew quiet, its light fading until it fell still in the case. "Oh, God," he whispered, placing his hands on his head for a few moments before racing towards the plane's exit.

"Fitz, what's going on?" she shouted.

"Get the plane ready to leave," he called back to her over his shoulder, tearing down the cargo ramp faster than she'd ever seen him run. "Wheels up in ten."

* * *

The biochemistry doors slammed open as Fitz burst through them, racing towards the storeroom. When he found Jemma in one of the aisles, he ran up to her and rested his hands on his knees, panting heavily.

Jemma glanced over at him momentarily before turning back to the chemicals before her. She didn't seem to notice his distressed state. "Oh, good. You're here. I could use your help. Do you think you can-"

"Jemma, leave it," he gasped. "We have to go."

She still didn't appear to detect his urgency. "Fitz, don't be ridiculous. I'm almost finished-"

"Jemma, Ellie's in trouble," he said as loudly as he could.

Jemma froze, finally meeting his eyes. "What?" she whispered, and even though he could see the fear on her face, he could tell that she was shutting down. He quickly took the case of vials from her grasp, storing the one she was currently examining in one of the empty holders, and grabbed her hand in his as they ran back to the plane.


	8. Chapter 8

"Are you sure?" Coulson asked again, the worry lines on his forehead more pronounced than Skye had seen in a while.

Fitz sighed in exasperation. "For the last time, _yes_."

Skye was still out of breath, even though they'd been up in the air for long enough to reach cruising altitude. Fitz had come barreling into the Academy's security office just as she'd finished installing the protective software and practically dragged her back to the Minibus. He hadn't bothered to explain anything on the way, so Skye was cramped in the small lab with Coulson, Fitz, and Simmons as she tried to figure out why they had left so abruptly.

Coulson had his mouth open, looking like he was ready to question Fitz further, when May entered the lab.

"We're on our way to D.C., but the FAA has expanded the Flight Restricted Zone in light of recent events. It's not gonna be easy to find a place to land. Not unless you want every government agency in the capitol to know we're there."

Fitz shook his head. "We just have to get within range, and it should take us straight to her."

Skye looked around in bewilderment. "Sorry. Who are we talking about here?"

Coulson glanced between FitzSimmons, obviously expecting one of them to speak up, but Fitz's eyes were cast downwards, his knuckles white as he pressed them into the table, and Simmons hadn't said a word since they'd been on board. Coulson met Skye's gaze. "Fitz says that Ellie's…" he hesitated, "in danger."

Skye automatically turned to Simmons, searching for any sign of disbelief or confirmation, but Simmons was frozen, staring at the tablet in front of Fitz. Somehow, it was Simmons's silence that freaked Skye out more than anything else.

"What?" Skye asked in confusion. "Are you sure?" At Fitz's irritated glare, she quickly corrected herself. "I thought Ellie got stationed at the Sandbox." She hated to be the one to point out additional distressing information, but someone had to shoulder the burden of reason. "So if she's in danger...what does that even mean? The Sandbox has fallen?"

Fitz was shaking his head. "She's not at the Sandbox."

"But how do you-"

"Look," he interrupted her, picking up what she thought was one of the Golden Retrievers. "This thing here," he said, obviously frustrated that no one was understanding him, "is calibrated to respond to two things and two things only." Held up a finger, counting them off. "Manually activating them, sending them out to search an area…and a _very specific_ frequency emitted from a _very specific_ device."

"What kind of device are we talking about here?" Coulson asked skeptically.

"It's a whistle, isn't it?" Everyone turned to look at Simmons. She'd spoken quietly, but they'd all heard her, probably because they'd all been wondering when she would say something. Skye was hardly comforted, though. There was a deadness in Simmons's voice that Skye knew reflected how she was dealing with this troubling situation. She edged a little closer to her, but Simmons was looking only at Fitz.

"You made her a whistle that emits a frequency specific to one of the Retrievers." Simmons said it matter-of-factly, like she already knew the answer, but Skye could tell that she hadn't known about the device.

Fitz nodded slowly. "53.7 kilohertz. But Simmons, I just gave it to her when she first started out at the Academy as a precaution. I never thought she'd ever have to actually…" He trailed off, looking down at the table for a few moments before taking a shaky breath. "Look, the point is that she's in danger." He glanced up at all of them. "And we have to help her."

Skye held up a hand. "I completely agree one hundred percent that if Ellie is in trouble we should go save her. But…" she hesitated. "I mean, isn't there a possibility that there's been a misunderstanding? Like, what if she dropped the whistle or something? Or accidentally left it at the Hub? Couldn't we be blowing this out of proportion?"

"Skye, I made sure she had it before we left the Hub. She knows how important it is. She wouldn't have left it." The way he was gesturing pointedly with his hands made Skye think that he was trying to convince himself more than he was trying to convince her. "And even if she dropped it, she's supposed to be at the Sandbox. Somehow, someone in D.C. has been using it. She either has the whistle and is in trouble or she doesn't have the whistle, and neither of those situations looks good right now."

"All right," Coulson interjected. "Let's just…take a breath here, okay? Fitz, how close do we need to get for the Retriever to zero in on the whistle's location?"

Fitz had his hand resting on the lower half of his face, apparently lost in thought. "The closer the better, really. I mean, the bots have a pretty big range, but considering it's not going to be easy to lay low in D.C., we may only have a small amount of time to find her. I'd say…twenty miles maximum from the city center. Virginia side."

"That's where the signal was coming from?" May asked.

"Before we lost it, yeah."

"Okay then," Coulson nodded. "May, try to find us a landing site as close as possible, but make sure we stay off the radar."

"That's not going to be very-"

"Skye," Coulson turned to her, talking over May. "Get online and get me everything you can on the Sandbox. I'm talking interoffice memos, travel documents, field reports, anything that can tell us whether or not Ellie showed up."

"On it," Skye replied, already setting up her laptop.

* * *

Jemma tried to focus on taking deep breaths as they waited for May to land the plane. Fitz had attempted to talk to her, but she'd ignored him, unable to speak because of the panic she felt rising in her chest. He hadn't seemed offended, though. Most likely he understood, because the murmurs stopped and they sat together in silence, his hand lightly tracing circles on her back. Jemma hated not talking to him, because she knew that he was probably just as worried as she was, but she feared that if she even tried, she would get hysterical. Fitz knew her better than anyone, and he never complained whenever she broke down in front of him, but she never liked doing that to him. And besides, she couldn't afford a breakdown. Not right now.

Of course, _of course_, something would happen to Ellie now. After they'd had their worst fight. After Jemma had driven her away. After Ellie had left thinking Jemma hated her, that she didn't want her around, that she would be okay with never seeing her again. After the organization they both worked for had collapsed. After Jemma had begun to question her role as a S.H.I.E.L.D. agent, as a member of Coulson's team, as a biochemist. The world was falling apart, and now Jemma stood to lose her sister, too?

No. She couldn't think like that. They would get to the bottom of wherever the signal was coming from. They would find Ellie. They would make sure she's okay. They had to. Any other option was unthinkable.

But as much as she tried to convince herself that everything would be all right, Jemma's mind was still a swirling torment of misery. Every single possible scenario flashed through her head, each one worse than the last. In the midst of all her dark thoughts was the recurring image of a small, pale face, completely still, eyes closed, hair spanning out over the ice. The image, however brief, was enough to make Jemma stop breathing for a few moments. She realized with a jolt that it was happening again.

It was a different situation, but it was still all her fault.

Jemma closed her eyes, taking comfort in the warmth of Fitz's hand on her back. She knew that the torment he was going through was probably just as acute as hers. And yet there he was, making sure that she was okay, telling her that everything would be fine even if he didn't believe it for a second. If it hadn't been for him, they wouldn't have even known anything was wrong with Ellie. The fact that he had gone out of his way to make sure Ellie had some means of protecting herself made Jemma realize just how terrible of a sister she really was. But it also reminded her of just how privileged she was to have someone like Fitz to look out for Ellie, to be the sibling that Jemma had never been able to be.

She turned her head to look at him, and was surprised to see that his eyes were already fixed on her. He was probably trying to gauge how she was doing, unsettled by her silence. Jemma tried to open her mouth to thank him, hoping that in those two words he would be able to understand how grateful she truly was for him. But she couldn't even get those two words out. He simply held her gaze for a long time, and even though she was unable to speak, she knew that he understood, at least in part. His hand stilled on her back.

"We'll find her, Jemma." He said it with such conviction that she almost believed him.

Jemma was saved from responding when Skye came into the common area, balancing her laptop on her arm. She and Fitz immediately stood up.

"What is it? Did you find anything?" Fitz asked breathlessly.

"Yeah, check it out." Skye positioned herself so that Jemma and Fitz could see the screen, which was displaying some sort of document. "This is the official transfer record for Ellie's assignment to the Sandbox. It's dated the day we left her at the Hub. That has to be a good thing, right?" She pulled up another window. "And this is the travel document showing that she left that night and arrived at the Sandbox the day after." Skye looked up at the two of them, and even though her words were optimistic, Jemma could see the doubt on her face. "So obviously she must have just lost the whistle. I mean, that's the only thing that makes sense."

The door of the small office opened before either of them could reply. Coulson walked up to them, and his pained expression effectively obliterated any kind of hope Skye's information had given Jemma.

"What is it, sir?" she whispered, her voice hoarse.

"I just got off the phone with one of our guys over at the Sandbox. The good news is the Sandbox is still ours." He paused. "The bad news is…well, I talked to the agent in charge of overseeing new recruits. And he says…" Coulson looked at Jemma. "Ellie never arrived."

Jemma's chest tightened, almost like she'd gotten the wind knocked out of her.

"No, that can't be right," Skye argued, pointing to her screen. "It says _right here_ that she did. It's been signed and everything."

"Who signed it?" Coulson asked, walking over to look at Skye's laptop. Fitz edged closer to the screen, and Jemma automatically gravitated towards him. They all squinted to make out the name printed under the signature at the bottom of Ellie's transfer record. It was quite small but Jemma didn't have a difficult time reading the name of the Level 7 superior officer.

Jasper Sitwell.

"Sitwell," Coulson said icily.

"Yeah, see?" Skye looked around at them. "Sitwell signed it. So we've got nothing to worry about, right?"

Coulson and Fitz exchanged a glance that Jemma didn't quite understand.

"Hey, Simmons?" Fitz murmured.

"What?" she whispered.

"Remember when I said I'd never let you live down that time you shot Agent Sitwell in the chest?"

Despite everything that was happening at the moment, Jemma groaned. "Yes, Fitz, honestly, could you just let it go? Of all the times and places-"

"Oh, I take it all back now," he said quickly, and she was surprised to see that even though he was giving her his exaggerated solemn expression, there was a dark glint in his eyes. "I've never been more proud."

"Wait, what is going on?" Skye exclaimed. "Sitwell's one of the good guys!"

Coulson shook his head. "When Garrett showed his true colors during the battle at the Hub, he mentioned something about Sitwell filling the ranks of HYDRA's sleeper agents." He turned to face Jemma, whose mouth was open in shock. "I'm so sorry, Simmons. I should have made sure-"

"You couldn't have known," Jemma replied, blinking back tears. "HYDRA hid in plain site all this time. They earned our trust, and we gave it to them willingly." The truth of the words Agent Hand had spoken to her resonated much more now than they did originally. "We hesitated," she scoffed bitterly, "and they struck."

"So does that mean we're going after HYDRA?" Skye asked quietly.

"It means we're going to do everything we can to get Ellie out of…wherever she is," Coulson replied. "HYDRA or no HYDRA."

"But what would HYDRA even want with her?"

Immediately after Skye voiced her question, Jemma cursed herself. She should have figured it out sooner. The way Ellie had reacted to seeing the empty GH-325 vial in the Bus's lab. Her mysterious rendezvous to the Guest House while she and the team had been at the Academy. It had been obvious to Jemma that Ellie had known about the drug, but if she had somehow gotten involved with HYDRA, and she needed help…then there was really only one logical conclusion.

Ellie had helped create the GH-325.

Coulson's voice jarred her out of her startling discovery. "That's not something we need to worry about. This mission is simple. Find Ellie, and bring her back to the Hub."

"Found a place for us to land," May announced over the comms. "But it probably won't be long before someone figures out we're here."

Coulson nodded to the rest of them, and they all made their way down to the cargo hold. Jemma followed Fitz into the lab, where he picked up Ellie's Retriever and the tablet. Before the wheels had even touched the ground, the bot lit up, pulsing with yellow light. Fitz lowered the cargo ramp and stepped closer to Jemma as he let the Retriever fly off into the air.

"Go get her, boy," he whispered.

* * *

"Cuba? Really?" Ward asked drily as they entered the underground hideout. "We're supposed to be on the other side of the continent. You don't think Coulson's gonna get a little suspicious that we haven't dropped you off at the Fridge yet?"

"Nah, Coulson's got bigger fish to fry at the Hub right now," Garrett replied. "He's not gonna worry about us for a while. But if it makes you feel any better, if he asks, just make up some story about Vic wanting to skirt around…I don't know, navy jets in the area or something. Had us take a detour to the Fridge."

Ward raised his eyebrow. "An eight-hour detour?"

Garrett smiled. "Like I said…bigger fish. Besides, you don't think he's gonna believe you? Come on, Grant. You're S.H.I.E.L.D.'s golden boy, not to mention Coulson's very own pet project."

Ward wasn't so sure Coulson would buy it, but he decided to change the subject. "So what's the plan?"

"Well, first thing's first, I need a shave. This five-o'clock shadow thing may make _you_ look smolderingly handsome, but it's not so kind to this face." Garrett dug through some papers near one of the tables and handed Ward two files. "I'll get everything set up here, but I need you to pick up some…supplies."

Ward opened the top file and gave a low whistle. "You sure about this, sir? This one's pretty annoying."

Garrett stepped closer so he could see which file Ward was referring to. "Yeah, she's a little nutty, I'll give you that, but she's the brains behind the Centipede Project. She should be able to solve our drug hiccup with that hard drive you swiped from the team. Plus, she's kind of obsessed with me," he smirked. "And I'm a real sucker for those flower dresses she always wears."

Ward chuckled. "I don't think she's got one of those where she is right now."

He shook his head. "Well, we're definitely gonna have to fix that. Tell you what, pick one up for her on the way and tell her it's a gift from 'the Clairvoyant,'" he laughed, using air quotes around the nickname. "She'll go crazy." Ward smiled appreciatively as Garrett sighed. "But actually, Flowers is Plan B. Plan A is, get this, the mastermind behind the original drug itself."

"You found him?" Ward asked in surprise, pulling the other file out.

"Taking it back to the source, baby," Garrett said, placing his hands on his waist. "A buddy of mine's been keeping her at one of our facilities in the capitol, but apparently she hasn't been very helpful."

Ward froze as he saw the name written on the top of the file. "Are you sure about this, sir?"

"Okay, so he's not actually a buddy of mine, but he's got ties to the Air Force and a lot of pull in the government, so I overlook the fact that he has next to no social skills and doesn't know his way around a razor blade." He laughed again. "Let me tell you, if you want to talk about bad facial hair, just take one look at this guy and you'll have material for a month."

Ward tried to make sure he appeared nonchalant as he gestured towards the papers in front of him. "No, I mean…are you sure this is the right person?"

"Oh, yeah," Garrett nodded. "I hear she's a tiny thing, but she's a genius. And she's got spark. Actually spit in my man Talbot's face."

That sure sounded like her. "What makes you think she'll help us?"

Garrett raised his eyebrows at him. "Come on. Two handsome fellas with persuasive personalities like you and me? Look, the colonel has his strengths, but charming young girls is not one of them. And his methods are a little…archaic, to say the least. I'm hoping we'll be able to make her see the light of what we're doing here."

"And if we can't?"

"Well, that's what the Plan B is for, isn't it?" Garrett must have finally detected Ward's apprehension, because his smile faded. "It's not gonna be a problem for you, is it?"

Ward carefully closed the file and placed both of them in his bag before setting his jaw and looking Garrett in the eye.

"No, sir."

* * *

Ellie didn't look at him after that. She sat with her back against the stone, staring at the opposite wall. At one point a couple of guards came for Benny's body. She ignored them, along with the bread and water they left on the floor for her. She didn't feel any pain or fatigue or hunger. She didn't feel anything, really. A kind of numbness had settled over her.

They didn't come to collect her for the electroshocks anymore. Ellie figured they probably thought she was a lost cause. She vaguely wondered why they were leaving her food if they were just waiting for her to die. She knew she was going to die. It was only a matter of time. She almost found herself wishing it would come faster.

She measured time by the guard coming to take her to her daily trip to the bathroom. Ellie had originally refused to move, but the first guard had roughly grabbed her by the arm and dragged her down the hallway, muttering something about not wanting to clean up the mess. She obediently complied with the guards after that, letting her small trip and her whistle be the only thing tethering her to reality. The rest of the time she sat motionless, not thinking about anything and trying to ignore the large bloodstain on the ground where Benny had been.

After three days, she started to drink the water, but she still refused the food. She knew she was just speeding along her death, but she couldn't bring herself to force the stale bread down her throat, knowing it would just come right back up.

That day, the guard outside of her cell didn't waver once, so she used her allocated bathroom time to blow on the whistle. She couldn't remember if she had done it that morning, or whatever time of day she had come out of her restless sleep, but she figured one more time wouldn't hurt. If she was honest with herself, though, Ellie didn't know why she bothered. The whistle wasn't even for hope anymore. It was routine. It was a reminder of the person she'd been before HYDRA had destroyed her. It was an echo of the person she could have become. And it was the only thing she had left tying her to the people she loved.

She sighed as her cell door clanged shut behind her. She was about to resume her post by the wall, automatically skirting around the large red stain on the floor, when she heard a strange noise, almost like a whirring, coming from behind her. The noise woke up something within her that she thought had been dead. Ellie almost didn't want to turn around, knowing that if it wasn't what she thought it was, it would destroy all that was left of her. But she had to know. She slowly turned on her heel.

There, hovering right in front of her face, was a tiny golden orb. She laughed, shaking her head. Maybe she was hallucinating. She had to have been hallucinating. There was no way it had finally worked after all this time. She reached out her hand to cup it in her palm, but all of a sudden the cell door slammed open. The guard had noticed the bot, too. So it _was_ real.

"Hey!" he shouted, grabbing onto the Retriever. "What the hell is this? Have you been signaling to someone?"

Ellie just smiled and laughed again, almost hysterical. The guard looked at her in bewilderment before turning around. "Hey! Get the colonel in here! We've got a situation!" he shouted down the corridor.

She tried to calm her giggling as Talbot strode into the cell. He glared at her with barely concealed hatred. "What is it?"

The guard handed over the small bot, which was struggling to move out of his grasp. The colonel's eyes widened and he immediately threw the Retriever on the ground, crushing it with his boot. The golden light faded and spluttered out. The smile on Ellie's face disappeared.

"Are you out of your damn mind?" he shouted at the guard, who cowered away from him. "They could be coming here at this second for all we know. How did she even…?" His voice trailed off as his gaze fell on Ellie. "Search her," he ordered.

Ellie tried not to cringe as the other guards ran their hands over her. She closed her eyes in disappointment as one of them found the chain around her neck. "Here is it, sir," the guard said as he yanked it off. Talbot looked at it and leaned so close to her face that she had to exercise all of her self-control to not flinch.

"Do you have any idea what you've done?" he whispered menacingly. He straightened to his full height and placed the whistle in his jacket pocket, turning around to address the guards. "The Dustbin Protocol, boys. This is not a drill. I'll signal the busters, but we don't have time to mess around. You know what to do."

Before Ellie knew what was happening, she felt something hit the back of her head, sending her into unconsciousness. The last fleeting thought that went through her head before she blacked out was the first hopeful thought she'd had since she'd found herself bound and gagged so long ago.

Leo was close.


	9. Chapter 9

It felt like she was lying on a feather. Ellie realized that she must have been dreaming, because for the first time in as long as she could remember, she also didn't feel any searing ache in her limbs. For some reason, the ground beneath her wasn't the cold stone floor she had grown accustomed to, or even the scratchy canvas of her cot. Ellie wanted to stay in whatever state of consciousness she was currently in, because it was much preferable to the cold, dank conditions she'd been living in for so long.

Ellie distantly wondered if she was dead. It would certainly make sense. Her health had deteriorated so much due to her lack of nutrition, not to mention the regular torture she'd been withstanding from the electroshocks, and since the last thing she remembered was being hit in the back of the head, it could very well have been the thing to send her to her death. If death was this blissful cloud she was floating on, Ellie didn't think she'd have many problems with the afterlife.

But as her mind became clearer, edging out of unconsciousness, Ellie's other senses started to come back gradually, like the first time she had woken up in her cell. Her mouth still tasted rotten, but as she slowly tried to move her arms, she found that her hands and feet weren't tied up this time. She lifted her arms over her head and heard the distinct rustle of cotton sheets. Her eyes snapped open.

Ellie was lying on a bed. An actual bed. An actual _comfortable_ bed. Where was she? Surely she wasn't in HYDRA's clutches anymore. Colonel Talbot would have never given her such a nice holding cell. When she remembered what had happened before she passed out, she sat up abruptly. Talbot had told his men that he was signaling the busters, which Ellie had assumed meant erasing any evidence of any of them being in that bunker. But Leo's Retriever had found her, even if the colonel had managed to destroy the bot. Maybe she'd been rescued after all.

She looked around the room. At first glance, it appeared just like any other standard hotel room. But as she took in the details around her, her heart fell. The bed she was lying on was pure white, filled with more pillows than Ellie thought she'd ever seen. Across the room there was a small table with what appeared to be a glass of water and a plate heaping with so much food that Ellie harbored the strong suspicion it was a mirage, even though the scents wafting over to her made her mouth water. But these things weren't enough to distract her from noticing the fact that the room included no windows or other furniture. There were two doors in the room, but Ellie didn't need to try them to know that they were both locked.

No matter how nice her accommodations seemed, she was still a prisoner.

Ellie slowly swung her legs over the side of the bed. HYDRA must have given her some kind of sedative, because even though the pain in her body wasn't nearly as sharp as she'd become used to, she could feel the dull ache starting to come back in waves. She made to stand up, trying to ignore how filthy she felt in her old clothes that now hung limply off her malnourished form. As she tried to figure out what to do, her eyes fell on the glass of water. Well, she may not be able to escape, but she reasoned that sometimes all she could do was solve one thing at a time. The glass was empty in seconds, but when Ellie's gaze wandered to the food, she realized that her stomach wasn't ready to handle that endeavor just yet.

She wandered over to one of the doors. She knew it was locked, but Ellie would have kicked herself if she found out later that it wasn't and hadn't even bothered to try the handle. The first door didn't budge, and even though Ellie felt a pang of disappointment, she wasn't surprised. But when she pressed down on the handle of the second door, she heard a small gasp escape from her lips as it swung open.

Ellie never thought she'd ever be nearly brought to tears at the mere sight of a bathroom, but there she was, staring in disbelief at the spectacle before her and so overwhelmed that she had to lean on the door handle for support. She carefully stepped inside and closed the door behind her. Glancing in the shower, she noticed that HYDRA (or whoever had taken her captive this time) had given her everything she'd need to have a proper wash. She turned around, and as her eyes automatically traveled upwards, she nearly cowered away in fear from the sight before her.

The girl in front of her was utterly unrecognizable. Her clothes were much too big for her, hanging off of her emaciated body. Her hair was a matted brown mess, nowhere close to the natural golden curls that usually fell on her shoulders. There was a red mark on her right cheek, and her face and hands were so dirty that Ellie cringed with disgust, even though she knew that the sight before her was a reflection of herself. She couldn't bear to look in the mirror for more than a few seconds, but those few seconds were enough for her to never want to look in another mirror ever again. She glanced down at the counter, and was shocked to see that next to the sink were some clothes neatly folded up along with a towel, a comb, and a toothbrush.

Ellie wasn't stupid. She knew exactly what HYDRA was doing. The torture techniques hadn't worked on her, so they were probably hoping for her to cooperate if they tried a different angle. It was clever, really, depriving her of basic necessities for so long that her knees would go weak at seeing a toothbrush, of all things. They probably hoped that she would be so defeated that she would accept all of their seemingly kind gestures in return for her help.

She wouldn't help them. She had resigned herself to her early death the second she'd heard that S.H.I.E.L.D. was gone. All the items in that bathroom made Ellie feel like HYDRA was pampering her for the slaughterhouse.

But if she had the opportunity to have a shower, she sure as hell was going to take it.

Ellie wasn't sure how long she stayed under the blissfully warm water. It had to have been hours. She washed her hair ten times, using up the entire bottle of shampoo, and nearly rubbed her skin raw with the soap. She tried not to look down at the drain, knowing she would probably see more dirt and hair than she was prepared to, and focused on making herself as clean as possible.

When she finally stepped out and wrapped herself in the towel, she relished in the feeling of the cool air on her newly pink skin. The reflection in front of her wasn't nearly as terrifying as it had been earlier, even if her arms were still dangerously thin. As she carefully combed her hair, she tried not to be bothered by the alarming amount of strands that fell down into the rubbish bin she'd placed below the sink. She knew that her hair would thin out after what she'd been through, but it was still hard to see herself in such a pathetic state.

The clothes that HYDRA gave her were still too big on her, but they were clean, so Ellie couldn't complain. She had wanted to burn her old clothes, but she'd had to settle on throwing them in the bin. It was almost liberating, in a way, getting rid of them. She was a different person than she had been when she'd first put them on.

When she opened the door to the room, she stifled a gasp and quickly recovered her surprise, folding her arms and staring stonily at the man sitting at the table. Colonel Talbot looked up from the newspaper he was reading and gave her that awful grimace she hated so much.

"Well, look who's finally done," he said, folding up the paper. "I didn't think you were ever going to come out."

Ellie didn't consider his comment worthy of a response.

Talbot took his time folding the newspaper and set it on the table. He gestured towards the seat in front of him. "Please. Have a seat, Dr. Simmons."

Ellie remained where she was. "You know, if you wanted to goad me into working for you, you might have tried the whole luxurious-accommodations routine _before_ you tortured me for days on end." She paused. "Not that it would have worked, but that's not really the point."

Ellie could tell that Talbot was trying not to lose his patience with her. "I didn't _like_ resorting to such methods, I can assure-"

"Oh, save it, Colonel," she interrupted him. "You're a sadist and a sick bastard and I thought I made it quite clear that I'm not going to help you."

To Ellie's surprise, Talbot simply smiled at her. But something dark flashed in his eyes as he said, "I think you will, Doctor."

Ellie hated herself for biting, but she couldn't help it. "Oh, really? What on earth would ever make you think I'd have changed my mind?"

"Because I have what you need," he replied. Without taking his eyes off of her, he slowly withdrew a small object from his suit pocket and placed it on the table in front of him. It was a vial, Ellie could tell that much, and as her eyes focused on the red liquid suspended in the glass, a chill ran through her body, leaving goosebumps on her arms.

The vial was filled with blood.

She felt the anger within her starting to boil again, waking up the emotions she'd managed to shut down since Benny's death. She suddenly realized why HYDRA had left her alone in her cell for so long. They'd been searching for Coulson's team, knowing that one of its members' blood held the last remains of the GH-325. And with her whistle, she had led them straight to the lion's den. How could she have been so stupid?

"Where did you get that?" she whispered tightly.

Talbot was still smiling. "Oh, I wouldn't worry about that, Doctor. Because there's plenty more where it came from."

* * *

They sped along the dirt road, the bumps on the ground sending Skye bouncing up in her seat in the back. One of the wheels dipped into a hole so deep that Skye's head slammed against the window.

Coulson glanced behind him at hearing her whispered curses. "Seatbelt, Skye. Now."

Skye rolled her eyes but fastened the restraint, rubbing the bump on her head. "So what level of S.H.I.E.L.D. do you have to be to learn how to steal cars?"

"Six," Coulson replied tersely. "And we're borrowing."

"All right, we're getting closer," Fitz announced from the passenger seat, inspecting his tablet. "We lost the signal again, so I can't get a visual, but I managed to lock in on the location. It…appears to be coming from…Fort Hunt Park."

"Fort Hunt?" Skye asked in surprise. "Like, where all the rich senators live?"

"Makes sense," Coulson said bitterly as they pulled out onto a paved road. "Just a couple of its most notable residents? Alexander Pierce and Senator Stern. Not to mention the memorial for P.O. Box 1142."

"Wasn't that one of the secret bases of Operation Paperclip? Where the U.S. kept German POWs for scientific information after World War II?"

Coulson scoffed. "Secret torture chamber is probably the more operative term."

Skye heard a small noise coming from the seat next to her. Simmons had been quiet so far during the drive, but the mention of torture had made her eyes widen. Skye reached over and grabbed her hand. "Everything's gonna be okay, Simmons. We'll find her." Simmons didn't appear to be convinced (Skye wasn't even fully sure that she believed her own words), but she gave her a tight smile in thanks before Skye released her hand.

"But, sir," Fitz said, glancing over at Coulson. "I thought the facility was destroyed in the 40s. All that's left is a memorial."

"Funny. I'm pretty sure we all said the same thing about HYDRA."

"Well, I'm convinced," Skye said as she looked out the window. "Look where we're driving through right now. They're really not subtle, are they?" She pointed to a sign on the side of the road and fought the urge to laugh.

It said Hybla Valley.

"They seriously thought changing two letters wouldn't raise up any red flags?"

"Well…it technically didn't, Skye," Fitz said slowly. She was about to make some sarcastic remark in response, but he turned back to his tablet. "Okay, sir, you're gonna want to make a right up here."

Coulson swerved into the park drive so sharply that Skye had to hold onto the seat in front of her to keep from falling on top of Simmons. "Please tell me we're almost there," she muttered.

"Just…about," Fitz replied. "Yup. The memorial should be in that clearing up ahead."

Coulson pulled over to the side of the small lane and turned off the engine. He checked to make sure they all had ICERs before exiting the car and making their way towards the clearing.

"Fitz, you getting any heat signatures?"

"Uh…no, sir." Fitz was shaking his head. "That…no, that can't be right. According to this…there's no one besides us for at least a mile."

"That doesn't make any sense," Skye said. "If there's no one here, then who blew on the whistle?"

"Only one way to find out." Coulson glanced behind him. "Stay close, all right?" He waited for all three of their nods before edging nearer to the clearing, his ICER held up at the ready.

"Wait." Skye's ears had picked up a low whirring sound. They all stopped and looked at her in confusion. "Do you guys hear that?"

Fitz pulled out his tablet. "Oh, bloody hell," he murmured, before trying to push Skye and Simmons back towards the car. "Everybody take cover now!"

Before Skye could ask what was going on, the clearing ahead of them erupted in an explosion of dirt and concrete.

* * *

Ellie dragged out her movements in the lab, partly because she was still rather weak but mostly because she needed the time to think.

For about the hundredth time, she wondered how she could have gotten herself into such a mess. Before, she had only been responsible for her own life. She had accepted the fact that she would die at the hands of HYDRA, her only comfort knowing that she hadn't given them what they wanted.

But that was before the safety of another person had been thrust upon her. Ellie still felt sick to her stomach when she thought about Benny's death. She would never forgive herself for letting that happen. And she would be damned if she let HYDRA kill Skye, too.

It hadn't taken long for Ellie to figure out whose blood was in the vial. Truthfully, she had figured it out when she'd discovered the empty GH-325 container on Coulson's plane. With everything that had happened since then, though, she hadn't bothered to really think about it. But the pieces fell into place quite easily. The entire team had been wary about bringing Skye into the field when they'd gone to retrieve the 0-8-4 in Denver. Jemma had even referenced some accident Skye had had, saying it was too soon for her to jump back in. Ellie wouldn't have considered that information to be incontrovertible proof, but she also remembered Skye muttering something about a "miracle drug" after she'd hurt her ankle. Ellie hadn't thought anything of it at the time, but now that she was forced to, the clues added up.

Despite the utter defeat she felt, the scientist in Ellie couldn't help but be astonished by the drug's capabilities. When she'd developed it back at the Guest House, all she'd known was that it had the ability to regenerate damaged blood cells. They hadn't even begun to think about clinical trials at the time, because the earlier versions of the drug had had severely adverse effects on the rats. The GH-325 had been relatively successful, but Ellie still wouldn't have approved of its use on humans. Obviously, her expertise had been ignored. But Ellie hadn't noticed any strange side effects in Skye during the brief amount of time she'd spent with her. She fervently hoped that that hadn't changed.

If HYDRA had Skye's blood, then that meant that they had Skye locked up somewhere, too. How had she gotten separated from the team? Or had the whole team been kidnapped? Either way, Ellie had no idea what she was going to do. She didn't have the strength or power to get out of there on her own, let alone try to get Skye out along with her. But she also couldn't help HYDRA. Even if she could isolate the drug from Skye's blood, she knew she'd need more of it eventually. And even though a vial's worth of blood wasn't going to kill Skye, Ellie wouldn't be able to live with herself if she was responsible for HYDRA laying another finger on her.

Ellie slowly prepared a sample of Skye's blood for analysis. She took her time, trying to ignore the four guards in the lab with her. They were even less chatty than the guards she had grown accustomed to in the other bunker. But that was probably because they hadn't expected her to speak their native language.

She'd tried not to let it alarm her that nearly everyone around her but the colonel was speaking German. If they had somehow transported her over to Germany, then there really was no hope for any kind of rescue anymore. But Ellie reasoned that HYDRA's forces in the States could very easily have brought over a number of German recruits. What she needed was to buy herself some time. So she exercised every stalling technique she possessed.

After she had sent off the third guard to retrieve a necessary item for her work in the lab (a hair tie, of course), they had figured out what she was doing and ordered her to begin working.

Ellie made sure to use the smallest amount of blood necessary to complete the analysis, running it through a micron filter to minimize any aggregation. The procedure should only have taken about five minutes, but she managed to add on another ten. She then spent fifteen minutes cleaning the clear plastic cells for the samples, twenty minutes running a control through the cytometer, and a full half hour making the solution. But even though she couldn't see the guards behind her, she could tell that they were already getting irritated with her slow pace.

She didn't want to run the analysis. Once the data was in the system, it was HYDRA's. But what other choice did she have?

Ellie was just about to pipet the solution into the cell when she heard someone speaking in low murmurs behind her. The new voice came from near the doorway, and even though the words were in German, the low timbre was so startlingly familiar that Ellie froze, her finger hovering over the pipet's plunger. She didn't dare to turn around, not wanting her hopes to be crushed once again if her intuitions proved incorrect. She couldn't quite make out his words or those of the guard he was speaking to, but before long she heard the sound of footsteps approaching her from behind.

The new visitor walked up to the lab bench, and out of the corner of her eye she could see his arm mere inches from hers. She still had her hands suspended over the solution, and she held her breath as she waited for him to say something. She knew that the next few moments were critical. His espionage skills were nearly unmatched, but their success hinged on her abilities as well.

He casually reached out and grabbed one of the empty vials in front of her, pretending to inspect it. "I'll take the two on the left," he murmured so quietly she had to strain her ears to hear him. "Can you get the ones on the right?"

Ellie hesitated for a moment before giving a subtle nod. She was acutely aware of her current weakness, but she knew that this was the moment she'd been waiting for. If she couldn't meet her rescuers halfway, then she probably didn't deserve to be rescued.

"On my count," he whispered, carefully setting the glass container back on the bench. Her mind went into overdrive, calculating each impending movement. "Three…two…" Ellie took in a deep breath. "One."

She immediately dropped the pipet on the bench and knocked the solution-filled glass, as well as the vial of Skye's blood, to the floor. Ellie spun around, rushing towards one of the guards and attempting to constrict his airway. Even though her arms couldn't fully wrap around his torso, he seemed so surprised that it was rather simple to knock him off of his feet, despite her lack of strength. Ellie looked down at him in confusion. That had been a little too easy. But she wasn't going to waste time marveling at her almost unrealistic success. It wasn't over yet.

She quickly turned to the other guard, already feeling her burst of adrenaline fade, and forced herself to remain focused. He seemed more alert than his partner and as he edged closer to her, she knew she wouldn't be able to take him. She gathered herself, ready to fight until she physically couldn't, when he suddenly collapsed. As he fell to the ground, she saw that her rescuer had hit him on the side of the head with the butt of his gun. He wasted no time in grabbing Ellie's hand and dragging her out of the room, racing down the hallway.

"Ward!" she gasped, wishing they could go slower. She knew that she just needed to make it through the next few minutes, but she feared her body wouldn't be able to handle the exertion.

Ward shook his head, apparently detecting the protests in her voice, and continued to drag her along at an uncomfortable speed. "We can't slow down, Ellie," he called behind his shoulder. "We have to-"

He stopped talking as he glanced behind him, his gaze meeting hers for the first time since he'd come into the lab. His eyes widened in alarm as he reached out to lightly brush her right cheekbone, where the colonel's ring had left a gash, and he briefly glanced down at her bony arms. "What have they been doing to you in here?" he asked apprehensively.

Ellie felt slightly uncomfortable under his concerned scrutiny, but she managed to look him in the eye. She noticed that he had a few cuts on his face as well. "Oh, we've just been having a lovely time throwing tea parties and chatting about the weather," she snorted. "What do you think, Ward? It's HYDRA. They've been torturing me."

At the mention of HYDRA, Ward seemed to realize where they were and glanced around the empty hallway. "Come on," he muttered, quickly leading her down a few more corridors. "We don't have much time before they realize you're gone."

"What about Skye?"

Ward almost stopped in his tracks. He turned his head to look at her, his eyebrows furrowed together in bewilderment. "What are you talking about?"

Ellie was alarmed that he didn't know. "They've got her here, too, Ward. We can't leave without her."

She was surprised to see his face relax as he gave her a rueful smile. "She's not here, Ellie."

"Well…they've got _someone_ on the team here." Ellie tried to keep her voice calm. "HYDRA gave me their blood, for God's sake. Ward, we _have_ to-"

"They lied to you," he interrupted her, and she saw something unreadable flash through his eyes before he turned his attention back to their journey through the labyrinth of corridors. "I'd know if she were here," she heard him say quietly.

Ellie hesitated. She knew how much Ward cared about Skye, even if she had only spent a couple of short days with them. She wasn't an idiot. But she knew that sometimes judgments could be clouded by feelings. "Ward, are you sure-"

"_Yes_," he replied emphatically.

"But-"

"Look, Ellie, do you trust me?" he asked, checking around a corner before pulling her into the next hallway.

"Yes, of course, Ward, but I just-"

Ward actually stopped in his tracks this time, and when he turned to face her, she saw a strange clarity in his eyes. "What?" he breathed.

Ellie was confused. "I mean, first you saved Jemma's life and then you pull me out of hell, so the Simmons family is probably going to be in debt to you for your entire life. And you've been nothing but kind to me since I've met you, so…of course I trust you, Ward. Why wouldn't I? You're much better than the cowards I've had to deal with lately."

He held her gaze for a few moments before the same unreadable expression passed over his face. He glanced over to the side. "Damn it," he whispered.

Before Ellie could ask him what he was talking about, Ward pulled her over to the wall and ducked around the next corner. He aimed his gun somewhere near the ceiling and fired once, making Ellie jump involuntarily, and marched them over to a side door, ushering her inside and closing it behind him.

"Ward, what on earth-"

He pulled something out of one of his pockets and placed it in her palm. At first glance, it looked like some type of bullet, but she didn't have time to inspect it as Ward leaned closer to her.

"Ellie, listen to me, okay? This is very important. At the end of this hallway, there's a door that'll take you outside. You need to stay to the left side of the building, all right? There should only be one guard on that side and if you're fast enough, chances are he won't even see you. Now, shelter is your friend, so you're gonna want to break for the trees. If you keep heading north, you'll hit the road after about half a mile. And once you're far enough away from here," he gestured towards a tiny lever on the bullet, "flip this switch right here and someone should come get you."

Ellie was baffled. "Ward, what the hell are you going on about? You're coming with me, aren't you?"

Ward shook his head. "Look, there's no time to explain. I'm here on another mission. I wasn't even supposed to get you out."

"But the team-"

"Isn't here," he said firmly, and Ellie tried not to sway on the spot. "They don't know I'm here, and they _can't_ know I'm here. Okay, Ellie? This is very important. A lot of lives depend on this."

There was something in the way he said it that made Ellie think he was lying to her. But the situation was obviously way over her head. Ward was one of the best spies in the world. Of course he would be perfect for taking down HYDRA from the inside. She briefly wondered why she couldn't just activate what she assumed was a tracker then and there, but she realized that Coulson's team probably didn't have the numbers to take down the facility, especially if S.H.I.E.L.D. was in pieces. Ward most likely knew what he was doing. But there was still something that was off, like the fact that they had met no opposition on their way from the lab. She pushed aside her suspicion and hesitated for a moment before nodding. "But…what about _you_, Ward?"

He smiled at her. "I'll be fine, Ellie. Now you're gonna have to hurry. You don't have much time. So come on. Punch me in the face."

Ellie's jaw dropped. "What? Are you mad?"

"I need you to knock me out, Ellie. We've got to make this look believable."

"You really are mad, aren't you? There's no way I could possibly-"

"Hey," he said, smirking. "You threw me that one time. Remember?"

"That was a bloody stroke of luck, Ward," she hissed at him. "I cannot punch you."

Ward sighed before stepping forward and pressing his lips to her forehead. "Yes, you can," he whispered before backing away. "And it wasn't luck," he smiled, pointing to his cheek. "So come on. Don't hold back, either."

Ellie fought down the panic she felt threatening to take over. She couldn't believe she was about to punch Agent Grant Ward in the face. And she couldn't believe that she would be leaving without him. She had the strange feeling that she would never see him again or be able to repay him for all that he'd done for her. She took a deep breath and gathered all of her strength.

"Thank you, Ward," she whispered before her fist made contact with his jaw.

* * *

**A/N**: P.O. Box 1142 was a real facility used after World War II to question Nazi scientists, although testimonies have said that torture was not used. Its memorial is really located in Fort Hunt Park, which is really located next to a place called Hybla Valley. (I can't make this stuff up.)


	10. Chapter 10

May met them at the top of the cargo ramp as they all rushed inside.

"What happened?" she asked.

"They're gone," Coulson replied. "P.O. Box 1142 has been destroyed. For real this time. We need to get out of here."

May's expression didn't change, but the way she subtly shifted her posture made Fitz think she was losing her patience with Coulson's abrupt orders. "And go where, Phil? Where's Ellie?"

"We don't know, May," he said in irritation. "We'll figure it out from up in the air. We've already been here too long."

She stonily stared at Coulson for a long moment before turning around. "Wheels up in three," she said in a tight voice.

Fitz knew that Coulson was upset with May for going behind their backs and reporting to Director Fury. And truthfully, Fitz had been upset as well. She had tried to shoot him in the head, for goodness' sake. But until recently, all of them (except for Skye, of course) had adhered to the Division's strict policy of information compartmentalization. May had only been following orders. If Fitz had received direct commands from Fury, he wouldn't have broken protocol either.

But that wasn't the only thing. Fitz knew that they owed all of their lives to the Cavalry. No matter how closed off she was to them, she was still one of the most valuable members of their team. Fitz had managed to forgive her, and he had only known her for a short amount of time. May and Coulson went way farther back, and she seemed to be doing everything she could to help. So why was Coulson being so stubbornly cold to her?

Fitz was brought out of his thoughts as Coulson turned to the rest of them. "Skye, get online. Get me everything you can on Sitwell. Look for any projects or operations he was in charge of, and see if there are any clues as to where HYDRA may have moved. They wouldn't have been able to get too far, so start in this general area and expand your search from there."

"Okay," Skye said with a hint of skepticism. "But don't you think that's kind of reaching? I mean, we have no idea where-"

"No buts, Skye," Coulson interrupted her. "Ellie's depending on us."

Skye's face fell, and even though Fitz could tell she felt daunted by her impending task, she nodded before heading upstairs.

"Fitz, keep the Retrievers activated and make sure we have as many lines of communication open as possible. If Ellie tries to contact us again, we don't want to miss it."

"Yes, of course, sir."

"And…" Coulson hesitated and glanced over to Fitz's left, where Jemma was staring at the ground. It looked like Coulson was trying to tell Fitz something with his eyes, but Fitz had never been good at interpreting that sort of thing. After the third time he furtively looked over at Jemma, though, Fitz had a feeling he knew what he was getting at. He nodded to show that he understood, and Coulson looked dangerously close to sighing in annoyance before he left the cargo hold.

Fitz headed into the lab and set his rucksack down on the small lab bench, pulling out the Retriever case. He was relieved to see that Jemma followed him, even though she didn't seem to be completely there. Fitz was having a hard time pushing aside his own worry for Ellie, but he knew that Jemma's suffering was much worse than his. She was undoubtedly beating herself up for the way she and Ellie had parted ways back at the Hub. He wanted to be able to comfort her, but he wasn't quite sure he would be able to find the right words. Besides, he knew that she would talk to him when she was ready.

He carefully set out his tablet and made sure every single possible communication device was active. Just as he opened up the satellite images for all the tracking equipment, he heard a small sound that made him freeze.

"Fitz," Jemma whispered, her voice thick with tears. He abandoned the lab bench and closed the distance between them, wrapping his arms around her as she sobbed into his chest. Hearing Jemma cry was bad enough, but knowing that Ellie was at the mercy of HYDRA and that they had next to no idea where they had taken her was close to driving him over the edge. He focused on taking deep breaths as he ran his fingers through Jemma's hair. She needed him right now, and he couldn't fail her by falling apart.

Jemma didn't stay in his arms for very long. After about a minute, she took a shaky breath and backed away from him. "I'm sorry," she whispered, wiping away her tears and looking embarrassed. "I'm sorry, I shouldn't have-"

"Jemma, don't-" he murmured, trying to get her to look at him. But she was backing away from him and avoiding his eyes. Fitz heard the low rumble of the engine getting ready for takeoff.

"I'm just…I'm going to go…help Skye," she stammered before hurrying up the steps. Fitz watched her go, more worried than he'd been a minute before. It must have been worse than he'd thought if Jemma was avoiding him now.

He waited until they were in the air before heading up to join the girls. He made sure to grab his tablet, just in case. Fitz's hopes were actually pretty low that their technology would be able to help Ellie at this point, but it was the only thing he could do for her, the only thing that didn't make him feel completely helpless.

"There he is," Skye smiled over at him as he entered the common area. "Maybe he knows. Fitz, have you ever heard of something called Project Phoenix?"

Fitz shook his head. "Doesn't ring a bell."

"Yeah, I didn't think it would," she replied. Fitz was relieved to notice that Jemma wasn't crying anymore, and that Skye was sitting close to her. As he met Skye's eyes, he could tell that she shared his current worry for Jemma. But Skye had always been good at lightening situations.

Fitz had been secretly pleased that the two of them had become such good friends. He tried his hardest with Jemma, and they were very close, but he knew he could never give her the kind of bond that another girl could. Most of the girls at the Academy had been polite to Jemma, but they had obviously been intimidated by how smart she was. Skye didn't care about any of that. She treated Jemma like a person first, and a scientist second. Fitz found himself more thankful for her every day.

"Where'd you see anything about a Project Phoenix?" he asked.

"Well, there's nothing solid, but the name keeps popping up in Sitwell's files. Mostly it's just peppered here and there in the middle of some of the memos, but he doesn't do much more than mention it. I thought it was interesting, though, because you know, HYDRA likes to talk so much about cutting off heads and growing more in their place, right? And the phoenix-"

"Is reborn after it bursts into flames," he finished, nodding. If HYDRA really had been hiding under the pseudonym Project Phoenix, Fitz had to give them clever points. But that was about all he would give them.

"Exactly," Skye said enthusiastically. "So I'm running a search through all of Sitwell's files for the phrase because it's pretty much the only lead we have right now. But let me tell you, this guy really likes his files."

"How long do you think it'll take to sift through?" Fitz tried to keep his voice casual, because he didn't want to put any more added pressure on Skye, but Ellie didn't exactly have all the time in the world.

Skye scanned the screen in front of her. "It should be almost…wait. What's that?" she muttered to herself, clicking on something.

"What is it?" Fitz asked, walking around the couch so he could look over her shoulder. All he could make out was a document with a red S.H.I.E.L.D. symbol at the top of the page.

"It looks like some sort of confidentiality agreement," Skye answered. "It's not signed, so it's probably just a template." She squinted at the screen. "There's some kind of motto here, but it's not in English." She looked like she was about to open another window when Jemma placed a hand on her arm.

"Wait," she said, leaning closer to the screen. "_Von den Flammen der Vergangenheit, wir verbrannt. Aus der Asche steigen wir_," she read before sitting up. "From the flames of the past, we burned. Out of the ashes, we rise."

Skye looked over at Jemma with barely concealed surprise. "Thanks, Google Translate. You know I've got a computer for that, right?" Jemma looked down at her hands, but Skye laughed, glancing behind the couch at Fitz. "Seriously, though. I didn't know you spoke German."

Jemma shook her head. "Just basic conversational German. I'm not fluent, not by a long shot."

Skye nodded solemnly. "Oh, yeah. Yeah, I totally understand. You know, whenever I go to Germany, I gotta know those basic phrases. Like, 'Hi.' 'How much?' 'Where's the bathroom?' Oh, and 'How about we go burn in those flames from the past and rise up out of the ashes?' Wouldn't wanna forget that one."

There was a long pause as Fitz and Jemma both stared at Skye. The next thing Fitz knew, they were all doubled over laughing. The world was falling apart, S.H.I.E.L.D. was all but destroyed, HYDRA had returned, and Ellie was in trouble. But for some reason, the three of them were able to lose themselves in their laughter for a short blissful moment. In that brief instant, Fitz almost managed to forget about everything that was happening.

But as they calmed down, the resulting silence weighed heavily upon all of them. How could they be laughing at a time like this?

"Fitz," Skye said abruptly, glancing down at the tablet in his hands. "What's that?"

It took Fitz a few seconds to see what Skye was pointing at, but as his eyes focused on the symbol blinking in the middle of the left screen, he breathed out sharply.

"That's not possible."

* * *

"You really expect me to believe that a hundred-pound British girl was able to get away from _you_?"

Ward closed his eyes, glad that Garrett couldn't see his face. "Sir, she'd obviously been planning her escape before I got there. She took us all by surprise."

"But you were supposed to make her _think_ you were helping her escape, not actually let her escape. Come on. Have I taught you nothing?"

Ward sighed, rubbing his sore jaw. "I know, sir. I accept full responsibility. But if you ask me, I don't think she would've helped us anyways. And you said yourself we have all the drug's info on the team's hard drive."

"It's the principle, Grant. What if she talks?"

Ward hoped that he'd managed to convince Ellie of his need for secrecy. He knew that if she even mentioned his name to the team, his cover would be blown. "I don't think she will, sir." He sighed again. "But if you want, I can go after her. I think the colonel already has a few men in pursuit, so it probably won't be too hard to-"

"No, just…go pick up Flowers, okay?" Garrett said wearily. "You've already wasted too much time."

"What about the girl?"

"We'll let Talbot play around with her a little longer." Ward felt his shoulders tense up, and briefly cursed himself for his crumbled resolve. If only he had just managed to take Ellie to Garrett, instead of letting her get away. At least with Garrett, Ward would have been able to make sure she wasn't tortured anymore, even if he would have had to endure the inevitable hatred in her eyes.

He was saved from responding as Garrett spoke to someone else in the room. "Hey, Grant?" he asked, his voice coming clearly through the receiver again.

"What?"

"You managed to swipe a few of those tag rounds from Fitz, right?"

"Yeah, why?"

"They're not here."

"Oh, I have them," he replied, placing his hand in his pocket to make sure. "I guess I forgot to put them with the rest of the tech."

"Okay, well don't lose them. Those things can be pretty handy, you know what I mean?" Garrett chuckled. "Man, it's too bad that Brit didn't want to join the party. He would've been damn helpful."

Ward wasn't sure if he would've chosen the word helpful, but Garrett had already moved on. "You said you picked up three, right?"

"Two," Ward corrected him, hoping Garrett's memory didn't have room to recall such a minor detail.

"Huh," he muttered. "I could've sworn you said three." He cleared his throat. "Well, anyways, hurry up and get Flowers for me, will you? This is crunch time." Ward found himself nodding, even though he knew Garrett couldn't see him. "And Grant?"

"Yes, sir?"

"Try not to screw up again."

* * *

Ellie was starting to see spots. She'd been running for a good twenty minutes before she nearly collapsed by a tree at the side of the road, gasping for air. She was severely dehydrated, but even though she had managed to make it to the street, she hadn't seen any signs of civilization.

She allowed her heart rate to slow down a little, and tried not to notice that it seemed to jump with every other beat. She couldn't stay where she was. She had to keep moving. HYDRA had undoubtedly found Ward already, and Talbot had probably sent out a search party to find her. She hoped that he would simply write her off, but she knew that that would not be the case. The colonel was too bloody obsessed with that drug.

Ellie forced herself to put one foot in front of the other, making sure to hug the tree line. She stumbled a few times, but hadn't managed to fall yet. She glanced down at the tracker in her hands and carefully enclosed it in her palm. Her body was screaming for her to stop, to flip the switch right where she was, but Ellie knew that she wasn't far enough away yet.

After a while, the trees stopped, giving way to a rolling plain. Ellie looked around nervously for any sign of HYDRA pursuing her, but the landscape was eerily empty. She hadn't even seen one car drive along the narrow road, and for a bizarre moment, Ellie was reminded of her home in England. Her heart ached as she thought of her parents and wondered how they were. Were they worried sick about her and Jemma? Or were they even aware that anything had happened to S.H.I.E.L.D.? Ellie hoped for her mum's sake they were still ignorant of the situation.

Ellie held her hand over her forehead, trying to shield her eyes from the glaring sun. She realized that she probably should have gone the other way. She was just about to turn around when something near the side of the road caught her attention. As her vision focused, she realized that it was a barn. And from what she could tell by the overgrown grass surrounding the darkened structure, it was no longer in use.

Ellie powered through her weakness and trekked through the weeds, sighing with relief as she came into the shade of the barn. She staggered over to one of the haystacks and collapsed in the straw unceremoniously. She felt herself drifting, but she managed to pull out the tracker and press down on the small lever before passing out.

Her consciousness came and went in waves. She had no idea how long she lay there in the dirty old hay, but she had no desire to move. A distant part of her hoped that her tracker had managed to signal the team, but the bigger part of her knew that no one was coming. It had been a nice thought, the idea that she would be rescued, but she was most likely going to die in that barn. She was okay with that, though. It was a million times better than dying in a HYDRA facility.

She tried to sink deeper into the hay, wanting to forget her pain by succumbing to the unconsciousness, but her ears perked up at the sound of rustling grass outside the barn. She held her breath, hoping against her better judgment to hear the melodic inflections of her sister's voice, or the lovely Scottish lilt of Leo's, or even the crisp authority of Agent Coulson's. Ellie hadn't thought it was possible for her to be further disappointed when she was already running on empty, but she'd been wrong. She found herself trembling as the guttural sound of German voices drifted through the door.

Why couldn't she just die in peace? Hadn't HYDRA had enough of her yet?

She didn't have the strength to fight them off. She didn't even have the strength to stand up. If HYDRA wanted her, they'd have to pick her up and physically carry her back. Because she was never going to voluntarily move again.

_"You're a fighter, Ellie."_

Ellie's eyes flew open. Benny's voice had rung clear as bell in her head. Of course he wasn't really there, but she had heard him so plainly. She slowly turned her head. The HYDRA guards still hadn't entered the barn yet.

She tried to shake off Benny's words. A lot had happened since he'd passed away. Surely he would understand that she was physically incapable of fighting anymore. If he were there in that barn with her, she was positive that he would have looked at her with those sad eyes of his and held her hand as she died, telling her that it was okay to give up. Ellie closed her eyes again, imagining that he was there with her in another reality, one in which she hadn't been responsible for his death.

_"Promise me…you'll fight, Ellie."_

_"I promise."_

Damn. Well that was that, wasn't it?

Despite every muscle telling her not to, Ellie forced herself into a sitting position. The guards sounded like they were getting closer. The odds were that she wouldn't be able to successfully take down one of them, let alone a group. But she'd promised Benny that she'd fight. Benny had given her hope when she had none. She owed it to him to go down fighting.

She owed it to everyone, really. She owed it to Ward, who'd gotten her out at his own expense. She owed it to her sister, whom she loved more than anyone. She owed it to Leo, who'd cared about her enough to make her a device to keep her safe. She owed it to Agent May, who'd taught her how to take advantage of her small size. She owed it Professor Martell, who'd seen her potential and given her so many incredible opportunities. She owed it to all of them, but as she slowly stood up and gathered her remaining strength, she realized that she also owed it to herself.

She straightened to her full height and took a few deep breaths, trying to remember everything Agent May had taught her in their brief training session. By the time the three men appeared in the doorway, Ellie felt calmer than she had in weeks.

For their part, the guards looked surprised to see her standing there in the middle of the barn. One of them shouted something over to her about going with them and how they wouldn't hurt her if she cooperated, but Ellie ignored his words. If they wanted her, they were going to have to drag her kicking and screaming.

The guard in the center let his arms fall at his sides in exasperation before turning to his comrades. They appeared to have some kind of argument before the other two nudged him forward. He rolled his eyes, obviously annoyed that he had to be the one to rein Ellie in, but his lips curled up in a smirk as he sauntered towards her.

Ellie made sure to stand completely still. It would only work if she waited until he was close enough to strike. As he came nearer and she saw how much taller than her he was, she became increasingly aware of her lack of strength. She pushed aside her uncertainty and tried to center herself.

The guard seemed mildly disturbed by her silence. He waved a hand in front of her face, perhaps thinking that she was a statue, and turned around to say something to the other men. They laughed in response, and even though she hadn't understood the phrase, Ellie could tell that he'd said something derogatory. He turned back around to face her, reaching out a hand to grab her shoulder.

As soon as she felt him touch her, she grabbed onto his wrist and spun around, elbowing him in the chest. Before he could even cry out, she ducked into his arms and brought her knee up as hard as she could into his groin. He keeled over, and even though the world around her appeared to be spinning, she threw all of her strength into her fist as she hit him on the side of the head.

He collapsed on the ground in front of her, and when she looked up at the other two guards, she noticed that their mouths were hanging open in shock. They glanced at each other briefly before collectively taking a step towards her. Ellie stumbled backwards, trying to look for a way out, but everything was still spinning.

She couldn't do it. She'd tried. That was really all that she could have done anyways. Right?

When they were only a few meters ahead of her, she heard a strange whooshing sound. The next thing she knew, the two guards were lying motionless on the barn floor. She thought she could see a few people enter the barn, but her vision was failing. Her knees gave out and she crumpled to the ground.

The last thing she heard was someone calling her name.

* * *

"Ellie!" Skye shouted as she rushed towards her. She wasn't fast enough to catch her before she hit the floor, but thankfully her head had landed on a pile of hay. Fitz was immediately at her side.

"Oh, God, is she okay?" he murmured.

Skye placed two fingers at the side of her neck, waiting for a pulse. After a scarily long time, she felt something. It was faint and sporadic, but her heartbeat was there. "She's alive," she said, blinking back tears, and she saw Fitz's shoulders slump with relief. As Skye's eyes traveled over Ellie and she took in the girl's gaunt appearance, her tears spilled over. "Why is she so tiny? What the hell did they do to her?"

Fitz briefly glanced over at Skye, probably alarmed at the dangerous fierceness in her voice, but he turned back to Ellie and placed his hand on her head. "We need to get her to Simmons," he said quietly. "She'll know what to do."

"Move," a voice commanded. "Both of you."

Skye immediately got out of the way, allowing Coulson to kneel down in front of Ellie.

"Fitz, grab the Retrievers."

"But sir, we need to get Ellie-"

"I've got her," he replied, carefully sliding his arms underneath Ellie's body and easily lifting her off the ground. "We need to go."

Fitz looked like he was about to object, but there must have been something in Coulson's expression that made him stop. After a pause, he nodded before setting the Retriever case on the ground and quickly collecting the bots.

Skye found herself jogging to keep up with Coulson as they made their way back to the Minibus. Every so often she worriedly glanced over at Ellie's small face and prayed that she could hold on just a little while longer.

As soon as Simmons saw them coming up the ramp, she ran over to Coulson. Her eyes widened and she froze, staring at Ellie's motionless face. "Sir, is she-"

Coulson stopped her. "She's dehydrated, Simmons."

Simmons hesitated, her eyes still fixed on her sister's face, but she seemed to recover herself as she blinked and looked away. In that one blink, Skye saw her transform from Jemma to Dr. Simmons.

"All right, she's probably gone into hypovolemic shock. We need to get her into the bunk upstairs. I've already set one up for her." Coulson nodded and carried Ellie over to the stairs. Simmons turned around. "Fitz, I need an angiocatheter and one of the saline solution bags from the lab."

"Got it," he murmured before racing through the lab doors.

"Skye, could you get into the first aid kid and grab me the roll of tape and few of the alcohol wipes?"

Skye stepped closer to her. "Sure, but Simmons, are you-"

"Thank you," Simmons said abruptly, backing away from her and heading up the staircase.

Skye's heart ached at seeing Simmons acting so formally. She almost wished Simmons would have a breakdown if it meant she wouldn't be keeping her emotions bottled up inside. But Skye figured that Simmons needed to compartmentalize right now if they were going to be able to help Ellie. The breakdown would probably come later.

Skye sighed before following her up the steps.

* * *

Jemma couldn't look at Ellie's face.

She bustled about, setting up the IV and making sure Ellie had everything she needed. She effectively ignored everyone's concerned words, but at one point it had gotten so crowded in the small bunk that she'd ordered everyone to leave. For a while, she'd found plenty of things to do. She made sure to studiously monitor Ellie's heart rate and fluid administration, checking the bag nearly every minute. She worked on arranging the pillows and blankets around her so that Ellie appeared comfortable. And she began making a list of all the things she needed to do in order to ensure Ellie's full recovery.

Someone had placed a chair in the bunk, but Jemma didn't sit down. She couldn't sit down. If she sat down, she'd see Ellie's face in front of her, small and still, the same face that had haunted Jemma's nightmares for as long as she could remember. No, at least when she busied herself with helping Ellie, she didn't have to really look at her.

A light knock rapped on the open door behind her, and Jemma didn't need to turn around to know that it was Fitz.

"Jemma-" he began.

"Fitz, everything's fine. Her heart rate is back to normal and her fluids are being replenished as we speak. We just need to let her rest now."

"I know, Jemma," he said, lightly touching her elbow and trying to get her to face him. "We're on our way back to the Hub. You've been in here for a long time. Why don't you go get some rest?"

"Fitz, don't be ridiculous. I have to-"

"There's nothing more you can do for her until she wakes up."

"Regardless, someone still needs to stay and make sure-"

"I'll stay with her," he said, gently leading her out of the bunk and over to the neighboring one. "Please, Jemma. It's been a…hard day, and you need to rest. I'll wake you up if anything happens."

Jemma wanted to argue with him, but she felt her eyelids drooping. The bed did look awfully inviting, even if it was unfamiliar. "Promise?"

He met her eyes, and for a brief moment she saw how much Ellie's situation was affecting him too. She wanted to step forward and hug him, but before she could, he gave her a small nod and started heading back towards Ellie's bunk.

"Promise," he murmured, leaving her standing alone in the doorway.


	11. Chapter 11

When she opened her eyes, Ellie wasn't entirely sure where she was. The recent alarming frequency with which she found herself waking up in unfamiliar places was not lost on her. But for some reason, she didn't mind so much this time.

She felt stronger than she had in days. The pain coursing through her body had receded to a dull ache, and for the first time in as long as she could remember, her throat was no longer crying out for water. As she glanced down at her arm, she realized that someone must have intravenously rehydrated her. She sighed contentedly, leaning back into the pillow. She almost didn't want to know which organization had her this time. Maybe if she closed her eyes, she could pretend that the person who had nursed her back to health was someone who cared about her.

But Ellie was restless now. She felt almost completely rejuvenated by the additional water in her system. Despite knowing that she was probably in another one of HYDRA's ghastly bunkers, and despite the fact that she had already resigned herself to her death, she wanted to know what was going on. Ellie couldn't believe that after all she'd been through, her curiosity remained as intact as ever.

She slowly turned her head and a small, strangled noise escaped from her lips. Right next to her hand, fast asleep, was a face so familiar to her that she wondered if she was dreaming. She hesitantly reached out her hand to lightly run her fingers through his mess of curls and broke into a huge smile. He was real, he was really there, and he was alive, his chest slowly rising and falling as he slept on.

Ellie had seen quite a lot of beautiful things before, but in that moment, she was positively certain that Leo Fitz was the most beautiful thing she had ever seen in her life.

He'd done it. The team had rescued her. She was out, no longer under HYDRA's control. The relief that flowed through her was so strong that it was almost overwhelming. She suddenly felt claustrophobic in that small bunk. She needed some air.

Ellie closed the valve on the saline bag and carefully removed the needle from her arm. She knew that Jemma would probably be upset with her for taking it out herself, and Ellie wouldn't have approved of anyone else doing the same thing, but she _was_ a doctor. Not a medical doctor, of course, but that was just a minor detail she felt justified in overlooking.

Leo looked rather uncomfortable, passed out in the chair next to her bed, but Ellie didn't want to wake him. As quietly as she could, she crawled out of the covers and draped one of the small blankets over his shoulders, giving him a soft kiss on the cheek. Who knew that that boy on the rooftop in Glasgow she'd met when she was twelve years old would have become so very important to her? He'd saved her life, and she would probably never be able to thank him enough for that. She smiled down at him for a few more moments before slipping out of the room.

Ellie made sure to keep her footfalls light as she exited the bunk. It didn't sound like they were in the air, but she quickly realized that they were on a plane. It wasn't Coulson's command station, but it was still quite large. Her eyes scanned the room and fell on a girl sprawled across one of the couches. The girl's dark hair was covering her face, but Ellie had no trouble recognizing Skye. She looked so beautifully peaceful lying there, and besides being obviously very tired, she seemed as healthy as ever and didn't appear to have gone through any torture.

So Ward had been right when he'd said HYDRA had lied to her. Ellie was baffled. Whose blood had she been about to examine in the lab then? She knew that Talbot was a sadist, but hadn't her physical torture been enough for him? He'd needed to inflict psychological torture on her as well?

She shook her head. It didn't matter anymore. She didn't want to think about HYDRA or the colonel or that disgusting cell ever again. She'd been rescued, Skye was safe, and that was the end of it.

Ellie made her way through the room, looking for signs of anyone else on the aircraft, but the plane was serenely quiet. Since they had apparently landed, Ellie decided to find the cargo hold and see where they'd arrived. Her gaze traveled to a small staircase.

As she descended into the hold, she noticed that the cargo ramp had been lowered. Agent May was sitting near its edge, her legs folded under her in a meditative position. Ellie didn't quite know what drove her to join the older woman, but she tentatively walked over to the opening and sat down next to her. Her breath caught in her throat as she took in the incredible sight before them.

The plane was parked on one of the Hub's landing decks. Ellie recognized it from her brief escapade up to the roof during her first trip to the base. Agent May had positioned the aircraft so that the cargo hold faced the sea, which was currently painted with dazzling oranges and reds as the sun slowly lowered towards the horizon.

Ellie hadn't fully grasped until that moment just how many things she would've missed if HYDRA had managed to kill her. She would have never seen another sunset again. It was such a minor thing, something that happened every day, but for some reason, the light reflecting off the waves and the combination of colors in the sky brought tears to her eyes.

Her thoughts automatically turned to Benny and she realized with a jolt that she hadn't cried since his death. Losing him had drained her of nearly all emotion. She'd been done, accepting the fact that she would never live a long life and that Benny had died in vain. A certain part of her had shut down, blocked off in order to protect the rest of her sanity. Truthfully, she thought that part of her, the part that felt too much, had died along with him.

But somehow…after all that she'd been through, after she had thought she'd reached her breaking point, that part of her still pulsed faintly on. Looking out at the sea, it steadily grew stronger, burrowing its way through her heart despite its brokenness. Ellie had pushed away Benny's memory, but she realized that that had been wrong of her. The pain was sharper than any physical pain she had ever endured, but after denying herself for so long, she was finally able to grieve for him properly.

She cried quietly, not wanting to disturb Agent May. The colors of the sunset blurred together in her vision as the tears rolled down her cheeks. She cried for many things, some things she didn't quite understand, but she mostly cried for Benny. Benny, who would never see another sunset again. Benny, who would never discover a love other than Claire's. Benny, who would never know how much his sacrifice had truly mattered to Ellie. Benny, who would never be able to see how he had saved her.

And he had saved her, in more ways than one. She was alive because of him, but so was her hope. So was her spirit, fractured though it might currently be.

She cried for all the things Benny would miss. She cried for all the other men and women like him who had been taken advantage of by HYDRA, who had thought they had nowhere else to turn. She cried for the team, the team that had come to rescue her despite everything around them falling apart. And she also cried for herself.

She didn't know where she would go or what she would do after this. Everything she had ever known and worked for had disintegrated. When she'd originally become a scientist, it had been because she'd wanted to change the world. But the world had already changed, drastically and permanently, in ways that she could never have imagined and in ways that it probably wouldn't be able to recover from. And she'd changed, too. How could she move forward when part of her had been left behind with HYDRA? She didn't even know who she was anymore.

Ellie suddenly felt weighed down by the strength of her pain. Maybe she had been right to close it off. At least when she'd felt nothing she didn't have to feel like she was going to explode. Just when it was about to become too much for her to handle, she felt a small hand grab onto hers. Ellie tried to calm down her breathing, and focused on the warmth coming from the person sitting next to her.

She continued to stare out at the water. The sun was sinking fast now, its rays spreading out over the vast expanse of the sea.

Almost to herself, she whispered, "How do you forget?"

There was a long pause, but by the small tension in her hand, she knew that Agent May had heard her.

"You don't," she responded quietly.

Ellie found herself nodding. She supposed that it made sense. She didn't think she'd ever be able to wipe HYDRA or Benny or the colonel from her mind. She had hoped that Agent May would have some magical advice for forgetting past horrifying experiences, but she figured that she probably wouldn't have earned a nickname like the Cavalry if she had.

They sat there in silence as the sky turned dark, Agent May continuing to hold her hand. Just as the sun dipped below the horizon, Ellie tried again. "How do you not let it…" she paused, trying to find the right word to encompass what she needed. "Destroy you?" she finished.

Agent May squeezed her hand. After another long moment, she heard the quiet reply slip in between the distant roar of the waves.

"You're asking the wrong person."

* * *

Skye jerked awake at the sound of someone crying out. She was so disoriented that she nearly fell off of the couch, and held out her hands to steady herself. As she realized where she was, she let out a sigh of relief. The Minibus was quiet, so they'd probably landed. She must have been woken up by the descent. Skye leaned back into the cushion and closed her eyes. She was just about to fall back asleep when she heard the cry again.

She immediately sat up, automatically looking over at Ellie's bunk. But as Skye continued to listen, she realized that the sound was actually coming from the other one. She carefully made her way over to the door and knocked lightly. She didn't hear any more shouts, but as she pressed her ear up to the door, her eyes widened at the sound of quiet whimpering on the other side.

Before she could stop herself, Skye slid the door open and walked over to the bed.

"Simmons," she murmured, trying to shake her awake. "Simmons, wake up, it's just a dream." Simmons was still moving around, crying in her sleep. "_Jemma_," Skye said loudly.

Simmons nearly jumped out of the bed as she came out of the dream. "Wha-Skye? What is it? What's wrong?"

Skye's hands were still on Simmons's shoulders. "You were having a nightmare," she explained, waiting for Simmons to calm down before releasing her.

"Oh," Simmons said quietly, looking somewhat embarrassed. She placed her hands over her face. "Oh, God. It seemed so real."

"What did?" Skye asked.

Simmons looked up in surprise, like she hadn't realized she'd said anything out loud. "Oh, um…nothing. It was…just a dream, obviously."

In the back of her mind, Skye knew it was probably not the right time, but she also knew that another opportunity might not come up again. "It wouldn't have anything to do with…Redmires Cove, would it?"

Skye saw a hint of fear in Simmons's eyes. "Where did you hear that?" she whispered.

"I…uh…well," Skye stammered, kicking herself for not thinking this conversation through. "I…may or may not have seen it in your…psych evaluation," she winced. At Simmons's indignant expression, Skye quickly added, "It was an accident. Sort of. Okay, not really. Look, I'm sorry, all right? I didn't mean to intrude. But if you don't mind my asking…what happened there? Because something _did _happen there, right?"

The anger on Simmons's face faded, but Skye wasn't very relieved. Now she just looked scared. There was a long pause before Simmons nodded slowly.

"Okay," Skye said quietly. She wanted to scoot closer to Simmons, but she was afraid that if she did, Simmons would shut down again and refuse to tell her anything. She remained where she was, but tried to make sure her voice remained soft. "What was it?"

There were already tears in Simmons's eyes as she took a shaky breath. "We were just kids, Skye," she whispered. Skye had pretty good hearing, but she had to strain her ears in order to make out the rush of words tumbling out of Simmons's mouth. "And I didn't think anything would happen, honestly. It was the last day of winter and Mum and Dad had left early for work, but school had been cancelled so we were alone and she wanted to go to the Cove."

Skye didn't want to interrupt Simmons, but she needed a little clarification. "Ellie, you mean?"

Simmons nodded. "Yes, well, she wanted to go and I thought it would be fine, I mean the pond was completely frozen over and nothing like that had ever happened before. The _one time_ we went there alone and-" Her voice cracked.

"Nothing like what ever happened before?"

Simmons was crying openly now. "She fell through the ice, Skye."

"Oh, my God," Skye whispered.

"It happened so fast, one second she was there and the next she was gone. I didn't even know what happened because the ice froze back over and when I finally managed to get her out she wasn't breathing and-" Simmons broke off, unable to speak as she sobbed into her hands. Skye couldn't sit still anymore. She immediately moved over to Simmons and wrapped an arm around her.

"Hey, Simmons, it's okay," she said, rubbing her back. "I mean, you said you were just kids. And Ellie was okay, right? I mean, obviously. She's still here."

Simmons looked over at her. "But _it happened again_, Skye. She got hurt, she almost _died_, and it was _my_ fault."

Skye shook her head firmly. "No way, Simmons. Don't you even go there. What happened to Ellie wasn't your fault then and it's not your fault now. That rat bastard Sitwell took advantage of her. He played us all." Skye's anger towards him still seethed within her. "HYDRA is the only one responsible for all the crap that's been happening."

Simmons didn't appear convinced. "But I should've been looking out for her, Skye. Instead I was a complete arse to her, and I let her go off with Sitwell without even questioning where she was going. She probably thinks that I'm the worst sister in the world. And she'd be right."

"Look," Skye laughed a little. "I don't know anything about being a sister." Simmons looked over at her with a curious expression that Skye didn't really understand. "But Simmons, your sister…_loves_ you, okay? I'm sure if you just talked to her about it, she'd-"

"We're not very good at the whole…talking thing," Simmons said sheepishly.

Skye hesitated. "Simmons…the whole world is going to hell in a hand basket right now. We don't know how this whole HYDRA thing is going to play out. If there has ever been a time for second chances, it's now." At her skeptical expression, Skye continued. "And it's not like she'll shut you out, Simmons. Like I said…she loves you. And it's obvious that you love her, too. You just need to maybe work on letting her know that a little more. Okay?" She nudged Simmons's arm playfully, and was glad to see a tiny smile on Simmons's face. When she nodded, Skye stood up to leave.

"Um…Skye?"

Skye spun around. "Yeah?"

"Um…nobody else knows about…what happened at the Cove. Ellie was too young to remember, and when the agent brought it up during my evaluation, I changed the subject." She paused. "I haven't even told Fitz."

"I won't say anything," Skye promised.

Simmons breathed out a sigh of relief. Skye was about to walk away when she heard Simmons's small voice again.

"Skye?"

She looked at Simmons questioningly.

"Thank you," she whispered, meeting her eyes. "For everything."

* * *

Fitz woke up with a massive kink in his neck. He winced as he turned his head, and was confused as he felt something slip off of his shoulders. He blearily opened his eyes, glad that the room he was in was dimly lit, but when his gaze fell on the empty bed in front of him, he immediately stood up.

How the hell had Ellie gotten past him without waking up him? Where had she even gone? He ran a hand through his hair. Jemma was going to kill him.

Fitz burst out of the bunk door, racking his brains for where she might have run off to, but he stopped in his tracks as he glanced over at the plane's small kitchen and exhaled slowly. Ellie had her back to him as she appeared to be pouring herself a cup of tea. She looked so small, smaller than usual, and even though Fitz felt a lump in his throat at seeing her in such a frail state, he couldn't keep from smiling just knowing that she was alive and there with them. He slowly walked over to her.

In hindsight, he should have known better. The carpet beneath his socks was so soft that Fitz could practically feel the static electricity building up in his body. He didn't think anything of it, though, because all he was focused on was seeing Ellie for the first time in what felt like months. He had no idea what she'd been through with HYDRA, but he really should have known better than to touch her when she obviously hadn't heard him approaching.

The shock was small, when his finger brushed against her elbow. He'd done much worse to Jemma, and the severest reaction he'd ever received was an annoyed slap on his arm. But when the static electricity passed from his skin to Ellie's, she jumped so high that she nearly knocked over the cup of tea in front of her. Fitz's alarm grew as he heard her whimper, cowering away from him in fear.

"Hey, hey, Ellie, it's okay, it's just me," he murmured, tentatively taking a step closer to her. She continued to back further into the counter until a few seconds passed and she seemed to realize where she was, her eyes settling on his face. She clapped a trembling hand over her mouth.

"Oh, Leo," she whispered. "Oh, I'm so sorry. I'm sorry, please forgive me, I-"

"No, no, no, Ellie, stop," he said. He fought the urge to reach out and wrap her in his arms, terrified that she would continue to recoil away from him. He didn't think he could handle hearing her whimper again. "You're okay now. You're safe."

She slowly nodded after a moment, looking away from him. "You're right," she murmured. "Of course you're right." She paused before shaking her head and stepping forward to give him a brief hug. "Thank you for coming to get me, Leo."

Fitz blinked back tears as he tentatively hugged her back. She was so skinny that it felt like he would break her if he embraced her too tightly. She only held on for a few seconds, which was much too short for Fitz, but he supposed that it would take a while for her to get used to physical contact again. Or at least physical contact that didn't result in her being hurt. Fitz tried to push his terrifying thoughts away.

"Of course we were going to rescue you, Ellie," he said incredulously. "Do you think we would've just let HYDRA have you?"

She avoided his eyes, her cheeks turning pink. "Well, no, but…well, I mean, I heard what happened to S.H.I.E.L.D., Leo. I can't imagine how chaotic everything has been. And for you all to come and get me in the midst of all that-"

"Hey," he interrupted her, lightly reaching out to grab her hand. "You're family, El. You'll always come first." He saw that her eyes had filled with tears, so he released her hand after giving it a squeeze and cleared his throat. "But I have to ask…how on earth did you come across one of our tag rounds?"

She looked at him in confusion. "What are you talking about, Leo?"

"Well, it's just…how you signaled us. The Retriever obviously got destroyed, but when we found you in the barn, our tracking equipment picked up the signal from one of the new rounds we developed. And they _just_ got released for distribution right before the battle at the Triskelion." Ellie's eyes widened, and Fitz waved a hand dismissively. "It's a long story. But the point is…there're only a few of those tag rounds that exist. How did you get one?"

Ellie avoided his gaze. "Oh, I, er, picked one up at the place where they kept me. Someone at HYDRA must have gotten their hands on one. I honestly had no idea if it would work, I just swiped anything I could think of that I thought would help. Crazy, right?" She laughed nervously, and Fitz was a little unsettled that she seemed to be lying to him.

"But, Ellie, what did they-"

"Look, Leo," she sighed, giving him an apologetic look. "Um…I really would rather not talk about it, if that's all right with you. I'm really, _really _grateful that you came to save me, please don't get me wrong. I mean, I will probably never be able to thank you enough for everything you've done for me, but what happened to me back…there," she shuddered, "is something I just would like to move past, if at all possible."

Fitz had a million burning questions, but he swallowed them as he nodded. "Of course, Ellie. But…you know that you can talk to me about anything, right?"

She gave him a small smile. "Yes, Leo. And obviously that goes both ways." She hesitated, placing a hand on his arm. "Is everything all right with you? I know it's probably been hell lately."

Fitz's mouth opened slightly in shock. How the bloody hell was she asking him how _he _was? She'd been at the mercy of HYDRA, enduring God knows what for days on end, until they'd left her a thin stick who didn't want to talk about what she'd gone through and shrunk away in fear from the people who loved her most. He simple stared at her, openmouthed, unable to think of anything to say, when he heard a squeal coming from the other side of the room.

"Oh, my God. Ellie, you're awake." Skye ran over to them, tears in her eyes, but she stopped short just as she reached Ellie. Jemma followed Skye at a distance, looking somewhat nervous. "Is it…" Skye paused. "I mean, is it okay if I hug you?"

To Fitz's relief, Ellie laughed and stepped forward, wrapping her arms around Skye. Skye met Fitz's eyes over Ellie's shoulder and gave him a watery smile. After a few seconds, Ellie pulled away, but her hands lingered on Skye's arm. "Oh, I'm so glad you're all right, Skye," she said. "I was so worried."

Skye glanced at Fitz and Jemma before giving Ellie a confused look. "You're joking, right? Ellie, we were worried sick about you! Why in the world would you have been worried about me?"

Ellie looked down at the floor. "You all seem to forget that I didn't know what was happening outside of where I was. All I knew was that S.H.I.E.L.D. was gone. I had no idea if any of you were okay, or captured like I was, or even alive."

"S.H.I.E.L.D.'s not gone," a voice came from near the staircase. They all turned to look at Coulson. "Not yet, at least." He made his way over to them and slowly took Ellie's hands in his. "Ellie, I am so sorry...for everything that you've been through. This should never have happened. I'll never forgive myself for letting you go off with Sitwell without making sure that-"

Ellie was shaking her head. "Agent Coulson, please don't say that. There's no way you could've known. I'm all right now. But…sir, did you mean what you said earlier? S.H.I.E.L.D. isn't gone, after all?"

Coulson gave her a smile before releasing her hands, but Fitz could still see the worry in his eyes. "The Hub's still ours. And we should be receiving word from our other bases soon, I'm hoping by tomorrow morning."

"Oh," Ellie replied, looking slightly disappointed. "Well…I suppose that's better than nothing, right? At least HYDRA hasn't completely won then."

Coulson glanced over at Fitz. "So it was…HYDRA then?" he said tentatively, turning back to Ellie. "The people who-"

"Yes," Ellie interrupted him, breaking away from his gaze.

Coulson seemed to hesitate again. "Do you have any idea who-"

"Sitwell signed me on to Project Phoenix, Project Phoenix turned out to just be a hiding place for HYDRA, they wanted me to work for them, I refused," she said quickly.

"But do you-"

"Sir," Fitz said, giving Coulson a subtle shake of his head, trying to tell him not to push it. Coulson seemed to understand, but before he could change the subject, Skye scoffed.

"HYDRA. God, those sick bastards. I can't even imagine having to talk to one of them, let alone be forced to spend weeks with all that…evil."

"They weren't all evil," Ellie said quietly. An alarm went off in Fitz's head as they all looked over at her in surprise. At their silence, she glanced up and folded her arms. "The man who was…in charge of me…he wasn't. He was…nice."

Fitz was frozen, unable to believe the words that were coming out of her mouth, but thankfully Skye recovered first. "Oh, Ellie…" she sighed.

"What?" Ellie replied, looking somewhat affronted.

Skye hesitated, a pained expression on her face. "Well, it's just…I mean, that's Stockholm Syndrome 101, sweetie. He was probably just-"

"He saved my life," Ellie cried out abruptly, startling Fitz. She seemed embarrassed by her outburst as she looked down at the ground again. Her voice grew quiet. "He died protecting me."

Skye's face had turned red. "Ellie, I-I'm sorry, I didn't-"

"It's okay, Skye," Ellie stopped her. "You didn't know. But you're right. At its core, HYDRA is evil. But some of the people working for HYDRA…they just got caught up in the wrong time and place, you know?"

Skye nodded, not looking particularly convinced. But she probably didn't want to upset Ellie any further. Coulson clasped his hands together, giving them all silent instructions to let it go. "Okay, who's hungry? I'm really not in the mood for the crap they have here, so I was thinking of taking Lola for a spin over to the city. How does Chinese sound?"

"Oh, my God, Chinese sounds _amazing_ right now," Skye gushed.

Coulson nodded, heading towards the exit. "Be back soon. Try not to, you know, let HYDRA take over or anything." He said it with a smirk on his face, but nobody felt inclined to laugh.

Ellie sighed. "Chinese actually does sound pretty amazing."

"I'm…afraid it's going to be just porridge and tea for you," Jemma spoke up, looking guiltily over at Ellie. "Sorry, sis. We don't want to upset your digestive system."

Ellie gave her a tiny smile. "It's all right, Jemma," she said quietly. "I understand."

"Hey, Fitz," Skye turned to him with a strange look on her face.

"What?"

"Remember you were going to show me that…thing?" she asked, raising her eyebrows at him.

Fitz was mystified. "What are you talking about?"

Skye just widened her eyes further, subtly nudging her head towards Jemma and Ellie. "You know…that _thing_ you were going to show me…in the lab…with the other…things." She looked like she was desperately hoping for him to catch on.

"Right…" he said slowly, starting to understand a little. Jemma and Ellie both had bewildered expressions on their faces. "I was going to show you some of the…er…new ICERs. Yeah, I've been working on developing a heavier stopping power with the bullets and-"

"Okay then, let's go." Skye practically dragged him out of the room. When they got into the cargo hold, she sighed in exasperation, hitting him on the arm. "Could you _be_ any less helpful, Fitz?"

"Ow," he said, even though she hadn't hurt him at all. "What was that for?"

"I was _trying_ to get Simmons to talk to her sister, but they weren't going to do that with us just standing around in their space. I _thought_ I could get us out of there without being so damn obvious, but you insisted on being clueless and made me sound like an idiot."

"Well, why didn't you just say that?" he asked in annoyance. "And excuse me for not bloody understanding the secret code you apparently hoped I would magically understand in your…eyes or whatever."

Skye snorted as she turned around and headed for the exit. "Men," he heard her mutter.

* * *

Jemma avoided Ellie's gaze. Why had Skye and Fitz abandoned her? She knew she had to talk to Ellie, but she wasn't sure if she was ready for that conversation quite yet. But her sister was alive, standing right in front of her. She had thought for a while there that she would never see Ellie again, so she scolded herself for not immediately taking the opportunity she'd been given.

"Ellie…" she began.

"Jemma, can I show you something?" Ellie asked, cutting her off. Jemma looked up in surprise to see that Ellie had an apprehensive expression on her face.

Jemma didn't quite know what to say. "Um…sure?"

Ellie nodded and tentatively stepped forward to grab her hand. "Okay. Come on, then."

They didn't talk as Ellie led her through the Hub. Jemma wanted to ask where they were going, but she was still nervous about what she was going to say to her. She was actually mildly surprised that Ellie hadn't simply ignored her because of the way she'd treated her the last time they'd seen each other. As they rode up one of the lifts, Jemma tried to rehearse her apology in her head.

The lift doors opened, and Jemma followed Ellie down a small corridor, where she opened the door at the end. They stepped out into the cool night air, and even though the sky was dark, the lights from the landing decks thirteen stories below gave them enough illumination to see by. Ellie placed her hands in the pockets of the jumper that was much too big for her and made her way closer to the edge of the roof. Jemma cautiously walked over to her so that they were standing side by side, looking out at the blackened sea.

She waited a few moments before taking a shaky breath. Before she could say anything, though, she heard Ellie's voice, thick with tears.

"I broke it," she whispered.

Jemma didn't know what she had been expecting, but it definitely wasn't the statement that had come out of Ellie's mouth. "What?" she asked in bewilderment, sure she had misheard her.

"The pearl necklace Mum gave you for Christmas when you were fourteen. I took it from your room when you were gone one day, I just wanted to wear it once, but when I tried to get it off, it broke apart." There were tears rolling down Ellie's cheeks. "You always thought you just misplaced it, but I hid the broken bits in the bottom of one of my trunks and never told you."

Jemma was speechless. "Ellie, I don't-"

"When you were fifteen, I wrote a fake rejection letter from Oxford and tore apart the real one because I didn't want you to leave home. I mean, Cambridge was a better choice anyways, but you should know that you'd been accepted. I mean, why wouldn't Oxford accept you? You're bloody brilliant."

Jemma had no idea where this was all coming from. She didn't even feel irritated or angry at what Ellie was telling her. Didn't she know that none of those things mattered? She was about to open her mouth, but Ellie wasn't finished.

"My favorite book is _Jane Eyre_. I know I always say it's _Wuthering Heights_, but to be quite honest with you, I can't stand Heathcliff anymore. He's not romantic at all, really." She took a breath. "When you and Leo were at the Academy, I was at a secret S.H.I.E.L.D. facility in the Rocky Mountains called the Guest House. Even though I was given minimal information, I was able to develop a drug with regenerative capabilities. You know this drug as the GH-325."

Seeing Ellie so distressed brought tears to Jemma's eyes. "Ellie…" she tried again.

"When I disappear at home or on holiday or at work, I usually try to find the nearest rooftop. It's not that I get a thrill from heights or want to jump or anything like that, but when I'm up here, everything down below, all the people who don't understand and all the problems I'm facing, are just tiny specks. When I'm up here…I'm as big as I'd like to be."

There was a long pause as Ellie appeared to have finished, and Jemma cautiously ventured forward. "Those people who don't understand…" Jemma said quietly. "Am I one of them?"

For the first time since they'd reached the rooftop, Ellie looked over at her. "Sometimes."

Jemma nodded, trying not to let Ellie's words hurt her too much. She'd been given a second chance, but that didn't mean that her past behavior was just going to be automatically erased. She took a deep breath.

"Jemma, I'm so sorry."

Jemma looked at Ellie incredulously. "What?" she exclaimed. "What the hell are you talking about, Ellie?"

"I absolutely hate myself for the way I acted before I left. I should never have said those things to you, and I hope you know that I didn't mean any of it."

"Ellie, are you out of your mind? I…I treated you terribly! Everything you said before you left, _everything_, Ellie, was spot on." Jemma was fully crying now as the words tumbled out of her mouth in no particular order. "I should never have let you leave without apologizing, and then Sitwell got to you and I didn't know you were gone and when we found out you were in trouble I nearly lost it because it was happening all over again and it was all my fault. God, Ellie, I don't even know what they did to you in there but you…you're so small now, and they hurt you, and I could've stopped it, I could've stopped _you_ from leaving but I was too bloody stubborn and you almost _died_ again and Ellie, I'm so sorry." She stopped, unable to speak anymore, and she felt Ellie's hand on her arm as she stepped closer to her.

"Jemma, no, no, please don't. You can't blame yourself for anything that happened to me, all right? I got myself into that whole mess with HYDRA. If I had been smarter, I probably would have been able to read the signs." Jemma was about to object, but Ellie changed the subject. "But Jemma…what did you mean when you said it was happening all over again?"

Jemma wasn't sure if she should tell her. It had happened so long ago.

"It wouldn't have anything to do with what happened at the Cove, would it?" Ellie asked quietly. Jemma's mouth hung open in shock, and Ellie's eyes widened. "Oh, bloody hell, it is, isn't it? Jemma, that was nearly twenty years ago. God, please don't tell me you've been beating yourself up over that after all this time."

"You-you remember?" Jemma stammered.

Ellie looked astonished. "I wasn't a baby, Jemma. Of course I remember!"

"Then why didn't you-"

"Because _you_ never wanted to talk about it!" Ellie laughed in disbelief. "I thought you just wanted to forget it and move on, so I went along with it. Besides, the whole disaster was my fault anyways."

"Ellie, you have _got _to be joking. There is no way in _hell_ that what happened was your fault."

"_I_ wanted to go to the Cove, Jemma. You kept saying that we shouldn't go by ourselves, but I dragged you out there anyways."

"But I could have stopped you. Or at least-"

"As if you would have been able to stop me, Jemma. Look, let's face it," she chuckled. "I was a stubborn, cheeky little brat. I dragged us out onto that ice, and it's my own fault that I fell through."

"Ellie, you were four years old!"

"You were eight! I mean, how many eight-year-olds can say that they saved their little sister's life?"

"Well, I wasn't just going to sit there and watch you die. I had to-"

"Jemma, no one should have to carry around that kind of weight." She willed Jemma to look at her. "You saved my life then and you saved my life today."

"But-"

"And that's the end of it."

Jemma found herself speechless again. After all this time, Ellie had known about Redmires Cove? She had gone through the majority of her life haunted by the images of Ellie's motionless body, thinking that it was her fault she had almost died. She thought that if Ellie ever found out, she would look at her with hurt and betrayal, not the endless compassion and love she saw in her eyes right now. So Ellie really didn't blame her for getting hurt? Jemma found it almost too good to be true.

After a few seconds, she found her voice again, but she looked down at her hands. "Regardless, I shouldn't have acted the way I did earlier."

"Well, it's not like you didn't have a reason to be upset with me, Jemma. I shouldn't have lied to you about the Guest House."

Jemma shook her head. "You were under orders-"

"To hell with orders, Jemma," Ellie said fiercely. "You're my sister."

She met Ellie's gaze. "Not a very good one, I'm afraid."

"Did you miss the part when I said you saved my life?" Ellie asked with tears in her eyes. "Twice?"

Despite herself, Jemma laughed. "That doesn't really change the fact that I'm not-"

"Look, Jemma," Ellie sighed. "Maybe we can…start over, yeah? I mean, I know we can't completely erase the past twenty years, but…" She breathed in shakily. "I honestly thought I was going to die in there. I thought…I thought I'd never see you again. And I just…I don't want to lose you, Jemma. I love you too much."

Before she knew what she was doing, Jemma stepped forward and wrapped her arms around Ellie. It'd been a long time since she'd hugged her sister, really hugged her, but Ellie didn't seem to mind as she rested her head on Jemma's shoulder. Jemma held on tightly, aware in that moment just how close Ellie had come to dying again. And as Ellie began to gently stroke her back, Jemma felt a huge weight lift off of her shoulders. She realized that even though Ellie had been the one to fall through the ice, Jemma was the one that had remained trapped beneath the water. She had spent the greater part of her life back at that Cove, haunted by the memory of looking for her sister. But during that entire time, her sister had been right there next to her, always forgiving and always loving. She didn't think she would ever be able to forget what had happened at Redmires Cove, but she owed it to Ellie to finally get out of the water. Ellie wasn't there anymore. She was here.

Jemma didn't know how to be a good sister. She hadn't exactly had a lot of practice. But she hoped that with this second chance Ellie was giving her, she would be able to get better at it.

She waited until they'd both stopped crying before she pulled away. "I love you, too, Ellie. I know I'm not very good at showing it, but…I would never want to lose you, either."

Ellie smiled, but there was a little darkness in her eyes. "Well, hopefully, neither of us will ever have to deal with that. That is, if HYDRA can learn to keep its bloody hands off of things that don't belong to it."

Jemma felt nervous about broaching the subject, especially since Ellie didn't seem particularly inclined to talking about what had actually happened to her with HYDRA. It was obvious from her appearance that she hadn't received adequate food or water, but if she had refused to help them and they hadn't killed her, then they must have enacted some other form of torture to try to get her to cooperate. Jemma wasn't sure she wanted to know the details, and she wasn't the best at giving comfort or advice, but Ellie had actually gone through something horrific. She would probably have to talk about it eventually.

"Um…listen, Ellie. I don't want to pry, but…if you want to talk about what happened…I'd listen." Ellie looked away from her, the uncertainty on her face telling Jemma that she probably didn't even know how to begin. Jemma grasped at something Ellie had said to help her out. "You mentioned someone earlier…back on the plane. You said someone saved you. That he…um…died…to protect you?"

When Ellie looked at her again, Jemma was startled to see an alarming level of pain in her brown eyes. She seemed a lot older than the young girl that had graduated from SciTech not so long ago. She was still the same Ellie, but there was something different about her. She seemed a little more subdued, almost as if she'd experienced all of life's greatest disappointments in just a couple of weeks. And she probably had. HYDRA had forced Ellie to grow up too fast, and Jemma would never forgive them for that. "Thank you, Jemma," she said sincerely. "But I don't think I'm ready to talk about it just yet. Perhaps another time." She smiled. "Rain check?"

Jemma nodded. "Yes, of course, Ellie."

Just then, the door to the rooftop slammed open. "There you guys are," Skye panted. "I've been looking all over for you."

"What is it, Skye?" Jemma asked, her heart pounding with worry.

"Oh, it's…" she paused, resting one hand on her hip and looking like she was trying to catch her breath. She pointed her thumb behind her. "Food's here."

Jemma nearly sighed in exasperation. Skye had nearly given her a heart attack. "All right, we're coming."

Skye gave her a thumbs up, turning back around to head back inside. After a second, her head popped through the doorway again. "Oh! We're back on the Party Bus. Not that lame excuse of a S.H.I.E.L.D. plane we were on earlier."

Jemma laughed as she and Ellie slowly made their way towards the door.

"Now, Jemma," Ellie said in a serious tone. "I do actually have a few questions of my own about what's been going on here."

"What, Ellie?" Jemma was nervous. She didn't exactly want to think about everything had happened recently, and wasn't looking forward to talking about it. But when she glanced over at Ellie, she saw that despite her seriousness, she had a smirk on her face.

"Have you told him yet?" she asked, raising an eyebrow. Jemma exercised all of her self-control to keep her pace steady and her face neutral.

"Ellie, I honestly have no idea what you're talking about," she replied solemnly.

Out of the corner of her eye, Jemma saw Ellie lift her arms up and let them fall to her sides. "Honestly, you two!" she exclaimed. "This is just getting ridiculous."


	12. Chapter 12

Ellie wasn't exactly enthusiastic about eating porridge while everyone around her was digging into the best food she had ever laid eyes on, but she knew that Jemma was right. Even though she'd been rehydrated and Jemma had given her a plethora of vitamins, she still needed to be cautious about what she put into her body, at least for a few days.

They were all sitting in the common area of Agent Coulson's plane. Ellie had been alarmed to see that many of the glass panes surrounding the conference room had been peppered with bullet holes. She'd been even more shocked to learn that the bullets had come from the Hub itself when S.H.I.E.L.D. had been suspicious of the team's allegiance. But according to Leo, the plane was actually in a much better state than it had been the day before. A cleaning crew had apparently gotten rid of most of the broken glass that had littered the floor and the couches.

Sometime in between Leo's story about their adventure involving a man capable of jumping between dimensions (she'd needed to hear that one again) and Skye convincing Jemma to retell her experience of shooting Sitwell in the chest (Ellie was so proud), Agent Coulson left to receive a phone call. The rest of them finished eating and sat back in contentment before Skye stood up and headed over the bar.

"Guess what time it is," she smiled as she pulled out a bottle of amber liquid and began setting up a row of glasses on the counter.

"Skye, are really sure this is the right time to-" Jemma began.

"Ah, ah, ah, Simmons," Skye shook her finger at her. "There will be none of that now. Today has been the longest day in, like, forever, so everyone is going to have a drink. We've all earned it."

"But-"

"She's right," a quiet voice spoke up. They all turned in surprise to look at Agent May, who had been sitting with them in relative silence while they'd been eating. She raised her eyebrows and stood up, walking over to the counter. "Well, if you guys aren't gonna have one, I will."

Leo and Jemma looked at each other. "I mean, you said yourself that it's important to unwind in the field from time to time, right, Simmons?" Leo reasoned, giving her a playful smile.

Jemma rolled her eyes, but stood up with him to join Skye and Agent May at the bar. "But are we technically even in the field anymore? Aren't we just struggling to survive at this point?"

"Basically," Agent Coulson replied as he strode into the room. "Skye. Make me an Old Fashioned, would you?"

Skye looked mildly shocked that her boss was asking for a drink, but she recovered her surprise as she got out a tumbler. "Well, I'm not sure we have any cherries, but I think…I can improvise a little bit," she said, grabbing another bottle from underneath the counter. "So what are we celebrating, A.C.?" she asked as she poured the alcohol.

Agent Coulson unbuttoned his suit jacket and sat down on one of the stools. "Oh, you know, the usual. The Academies have all been disbanded, but we managed to lock down all the tech and send the kids home," he said, resting his arm on the counter. "We haven't heard from any of the other bases besides the Sandbox yet. Oh, and I saved the best for last." He smirked at the drink Skye placed in front of him, obviously amused by the small lemon wedge she had placed over the side. He picked the tumbler up and brought it to his lips. "S.H.I.E.L.D. has been labeled a terrorist organization," he said before draining the glass.

"_What?_" Jemma and Fitz cried at the same time.

"Yay," Skye said sarcastically as she filled up the shot glasses in front of her.

"But, sir, what does that even mean?" Jemma asked.

"I don't know, Simmons," Agent Coulson shook his head. "It means S.H.I.E.L.D. no longer has any jurisdiction, I guess. It's gonna be pretty rough for a while." He sighed. "There is one good thing to come out of this, though." There was a sad smile on his face as he traced his finger around the rim of the glass.

"Really? Because…I don't see it," Skye chuckled, setting out the small glasses for the team to take.

Agent Coulson turned his head. "We got Ellie back." As all of them looked at her, Ellie felt a blush on her cheeks. "That's something to celebrate." He paused before standing up. "All right, you guys can have your fun tonight, but tomorrow morning it's back to work. May, get the Bus's flight systems back online ASAP. We gotta get this plane up and running again. FitzSimmons, I want the cargo ramp fixed by the end of the day. Skye, I'm putting you back on base assessment and comms." He turned to Ellie. "Now, Ellie…I wouldn't normally approve of giving alcohol to minors, but considering our current circumstances, I think I'll let it slide just this once."

"Absolutely not," Jemma protested. "There is no way-"

Ellie held up her hands. "Hang on. Let's just time out here for a second. First of all. Jemma," she said, giving her sister a stern look. "I can handle one drink. It's not going to kill me." Jemma had her mouth open to argue further, but Ellie wasn't finished. "And second of all," she paused, turning to Agent Coulson. "Sir…how old do you think I am?"

Agent Coulson opened and closed his mouth, slightly baffled, and glanced at the other members of the team for help. "Uh…s…seven…no? Eighteen?" he guessed.

Ellie heard Leo and Jemma snickering behind her. When she looked around, she saw that Agent May also had a smirk on her face, but that Skye seemed to agree with Coulson. "Bloody hell, I do need a drink," Ellie muttered before reaching over and downing one of the shots, ignoring the protesting shouts around her. She fought to keep her face straight as the whiskey burned down her throat. "I'm twenty-two," she informed Agent Coulson, setting the glass back down on the counter and trying not to laugh at his shocked expression.

She turned around. "Now, Skye, _where_ is the music? I mean, I know the world is crashing down around us and all, but honestly, I expected more from you."

Skye's expression remained unchanged, but she slowly reached into her back pocket and pulled out what looked like an iPod. "Ellie…I've been waiting _months_ for someone to finally ask."

As Skye set up the music and Leo convinced Jemma to cautiously take one of the shots, Ellie noticed Agent Coulson quietly slipping out of the room. She followed him into the cargo hold.

"Sir?" He turned around as she reached the bottom of the staircase. "I'm sorry, but I was wondering if I could talk to you for a moment?"

He gave her a smile. "Sure, Ellie. Look, I'm sorry about-"

"Oh, don't worry about it, sir," she said dismissively. "Everyone always thinks I'm younger than I am, probably because I look like I'm perpetually twelve years old."

"Still-"

"That's…actually not why I wanted to talk to you, sir." Ellie wrung her hands in front of her, not really sure why she was so nervous.

"Is…everything okay?" Agent Coulson asked, a worried look on his face.

Her eyes widened. "Oh, yes. Yes, everything's fine. I'm sorry, it's just…" She struggled to find the words she wanted to say. "I don't…really know…"

His face relaxed as he seemed to realize what was bothering her. "Ellie, you're more than welcome to stay with us. We'd love to have you as part of the team. I'm sorry. I should have made that clear earlier. We would never leave you hanging out to dry."

Ellie shook her head. "Thank you, sir, from the bottom of my heart. Really, I cannot tell you how grateful I am that you took the time to come and rescue me. I owe you my life, sir." He looked like he was about to interrupt her, but she powered on. "And I sincerely appreciate the offer, but…I think that I actually need a break…from S.H.I.E.L.D…for now." She was surprised that those words had come out of her mouth, but as soon as she said them, she realized that it was true. She wasn't sure where she fit in the broken Division she'd so recently been sworn into. If S.H.I.E.L.D. really had been labeled a terrorist organization, and if HYDRA had been able to infiltrate the system so heavily, then did she really want to be a part of that?

Agent Coulson looked at her with sadness in his eyes, but he seemed to understand what she meant. "You want to go home?" he asked quietly.

"No, I don't think so," she answered honestly. She knew she would have to contact her parents eventually, and a brief holiday back to England actually didn't sound like a terrible idea. But something told her that if she ran away now, it would be a lot harder for her to integrate herself back into the world later. "I'm actually not sure what I want to do," she shrugged, looking away so he wouldn't see how hard she was trying not to cry.

She felt a hand on her shoulder and looked up to see Agent Coulson smiling at her. "Ellie, you've got a gift. You can literally do whatever you want to do. You're one of the only people in the _world_ that has been making strides in astrobiology. Do you have any idea how cool that is? You have the ability to help us understand more about all that stuff out…there," he pointed in the general direction of the sky. "It's huge, Ellie."

"But, sir, all of my research was based solely at the Academy. Now it's been disbanded and Jemma told me that Professor Martell is…dead," she took a shaky breath. That had been a rather painful discovery. "And where would I even go? Who would even want me? The entire world thinks I'm a terrorist now, that we're all terrorists."

"Look, don't…" He held up his hand to stop her, laughing a little. "Don't worry about that, okay, Ellie? I think that after what you've been through, you've earned a get-out-of-jail-free card."

"But I still-"

"If you could do anything you'd like," he interrupted her, his eyes glinting as he gave her a small smile. "If you could work anywhere at all…where would it be?"

Ellie hesitated, pondering the question. Her mind was drawing a blank.

"You'd want to work in a lab, right?" Agent Coulson said, helping her out.

She nodded slowly. "Well, yes, I suppose that would be preferable."

"A lab not fuelled by evil, of course."

"Of course," she replied, smiling a little herself.

Agent Coulson nodded. "Tell you what. Let me make a few phone calls. I think I know just the place for you."

* * *

"All right, do you have everything?" Simmons asked for probably the tenth time.

Ellie sighed, but she was smiling. "Yes, Jemma. You made sure I have all the vitamins I'd need to last me until I'm thirty, I have the satphone Agent Coulson gave me, I know how to contact the Bus in case of an emergency, and I've never touched Mum and Dad's emergency fund, so I've got money as well."

"Oh, you shouldn't have to worry about that, El," Fitz assured her. "You'll be in good hands. Agent Coulson knows these people, and he says you'll be taken care of until you recover and get back on your feet."

Ellie winced. "Oh, I wish Agent Coulson hadn't set them up for disappointment. What if they don't like me?"

Skye was about to dismiss that crazy idea, but Fitz beat her to it. "You're joking, right, Ellie?" he asked incredulously. "They're going to _love_ you. God, I'm so jealous of you right now."

She laughed. "Leo, you can come with me if you'd like. So could you, Jemma. I'm sure they'd take you in as well. You two are going to be in very high demand soon."

Fitz shook his head. "Sorry, El. That would be…bloody amazing, but we have to stay and pick up the pieces here. You're lucky you're getting out while you can. You just graduated, not to mention…" he trailed off, apparently uncomfortable with bringing up the torture Ellie had gone through. He cleared his throat. "Well anyways, you won't have to go through the system. Agent Coulson's made sure of it."

"I just wish you weren't leaving us so soon," Simmons said quietly, a pained expression on her face. "I mean, you're only just recovering. Maybe you could wait a little while longer-"

"Jemma, I appreciate your concern," Ellie interrupted. "And you've been nothing but wonderful helping me recover." She paused. "But I can't stay here. It's just not…the right place for me. Not right now, at least." She stepped closer to her sister. "You'll stay in touch, though, right? I mean, I know everything's going to be pretty chaotic for a little while, but you know where I'll be." Ellie looked down at her hands. "Well, you don't _have _to, I suppose, but I just thought-"

To Skye's absolute happiness, Simmons cut her off by giving her a hug. "Of course we'll stay in touch, Ellie," she said quietly before pulling away. "Even though I'm afraid it might not happen until we get this whole HYDRA thing sorted out."

Ellie nodded, the anxiety written clearly on her face. "Yes, of course. Now, you all are going to be careful, right?" Simmons rolled her eyes playfully. "I mean…" Ellie corrected herself, obviously realizing that being a S.H.I.E.L.D. agent at all right now was going to be a dangerous thing. "Just please don't do anything stupid like try to take on HYDRA alone or anything. They're not to be underestimated."

"We'll be fine, El," Fitz said. "Don't you worry about us. You just concentrate on getting better, yeah? And showing everybody how damn brilliant you are?"

Ellie smiled, even though Skye could tell she was probably still going to worry about them. "Okay, Leo."

"Yeah, all right, come here," he said, pulling her into a hug for a few seconds. "Now don't have too much fun, though," he smirked as he stepped away. "And maybe you could find it in you to mention me once in a while?"

"Oh, Fitz!" Simmons groaned. "Must you?"

"It was just a suggestion," Fitz said defensively. "It's not like I'm asking her to brag about me or anything. Just to maybe get my name in his head is all."

Ellie laughed. "I'll see what I can do, Leo. But chances are I probably will never even see him in person, let alone talk to him directly."

"Well, it was worth a shot," Fitz shrugged before sighing. "All right, El, you be careful now. Remember what I said about the whole science being dangerous thing? That still applies." He turned to Simmons. "We should probably go check on the Bus repairs. Coulson's gonna want a report soon."

Simmons nodded, even though she didn't look like she really wanted to leave. "You're right." She gave Ellie another hug. "Bye, sis. Please be careful. And don't hesitate to contact us if you need us."

"I won't, Jemma," Ellie said softly. Simmons nodded again before heading back to the Bus with Fitz. Fitz gave Ellie a small wave as they walked away, and even though Simmons didn't turn back around, Skye had noticed her eyes glistening with tears.

Skye was glad that Simmons and her sister had seemed to move past some of their differences. They were still a little hesitant around one another, like they didn't quite know how to act like sisters, but Skye could tell that Simmons was trying. It was a shame that Ellie was leaving just as she and her sister had started to repair their relationship, but Skye knew that Ellie would be safer where she was going. She needed time to recover, physically and mentally, from whatever hell HYDRA had put her through. And that just wouldn't have been possible at S.H.I.E.L.D. right now.

After FitzSimmons disappeared through the hangar doors, Ellie turned to Skye. "Skye, are you busy at the moment?" Skye looked at her in confusion. "I mean, you don't have any pressing matters to attend to or anything right now, do you?"

Skye shook her head. "No. Well, I mean, I'm working on making a list of all the S.H.I.E.L.D. bases we believe to be ours, but it can wait a few more minutes. Why? Did you want to talk about something or…?" She trailed off, unsure of whether or not she was ready for whatever Ellie was going to ask her. Skye knew that Ellie didn't really want to talk about what had happened to her, but she also knew that keeping something traumatic inside for too long could be unhealthy. Skye wasn't certain if she was the right person for Ellie to talk to, but she steeled herself, ready to do anything she could to help her.

Ellie looked around at the relatively empty hallway and moved over to the wall, gesturing for Skye to follow her. "It's about your accident," she said in a lowered voice.

Skye was baffled. "Ellie, what are you talking about?" Just as the words were out of her mouth, something clicked in her head. "Oh! Do you mean when I twisted my ankle back in Denver?"

"No, Skye," Ellie was shaking her head. "I'm talking about the accident you went through before we ever even met."

Skye froze. She hadn't really told Simmons not to tell anyone, and it wasn't a huge secret that she'd been shot in the stomach by Ian Quinn, but there was something in Ellie's eyes that made Skye nervous. "I don't-"

"Look," Ellie glanced around again. "I don't know exactly what happened to you, and I don't need to know if you don't want to tell me. Believe me, I'm just glad you're all right. But Skye…" she paused, looking hesitant. "Have you noticed anything…strange…about yourself since your…recovery?"

Skye had no idea how to respond. "Uh…I'm not sure I-"

"I mean have you noticed any…troubling…side effects or anything? From the drug that they gave you?"

Skye tried to make sure that her face didn't betray her alarm. She just had to play it cool. She was about to say something to dismiss Ellie's questions, but Ellie seemed to read Skye's apprehension.

"It's all right, Skye. I know about the GH-325. You can tell me."

Skye's mouth hung open in shock. "But how do you-"

"I _created_ the GH-325," Ellie murmured, tears welling up in her eyes. Skye swayed and reached a hand out to steady herself on the wall behind her.

"_What_? How-how is that even possible?" Skye stammered, but then it hit her. "That's why HYDRA took you," she whispered, the pieces falling into place. "That's why they tortured you." She looked up to see Ellie crying. "They wanted you to make more."

"Skye, I'm so sorry, I had no idea. I developed the drug, yes, but I never would have allowed it to be used on you or on anyone else. We hadn't even begun to _think_ about human trials when I was there. Please, Skye, please believe me."

"Ellie…" Skye said firmly, shaking her head in astonishment and blinking back her own tears. "You saved my life."

She was still sobbing. "But Skye, what if-"

"And Coulson's."

Ellie's hysterics stopped immediately as she stared at Skye. "What?" she breathed.

Skye couldn't believe that she didn't know. "Ellie, are you serious? They gave him that drug after he got _stabbed in the heart_. He actually _died_, Ellie. That drug is the _only_ reason why he survived after the Battle of New York."

"But…that's not possible," Ellie whispered. "We didn't start developing the final version of the drug until…_days_ after the Battle. That's when I got brought onto the project. All the earlier prototypes that my superior officers had been working on had failed. God, we didn't even start giving it to the rats for at least a month afterwards. If someone gave it to Agent Coulson without earlier trials…they could've killed him!"

"He was already dead, Ellie," Skye replied quietly.

"But-"

"You saved his life. And mine." Skye couldn't keep a few tears from spilling over. "I…I don't even know what to say. I…_we_…owe you everything."

"I'm not so sure about that." Ellie had stopped crying, but her face still looked anxious. She stepped closer. "Skye, are you sure you haven't noticed anything…off…since you were given the drug?"

"No, Ellie, I swear. I'm fine. I'm better than fine, actually. So is Coulson." Skye wasn't entirely sure about that last part, and Ellie didn't seem convinced either, but she nodded.

"All right, well if you start to notice _anything_, I mean even anything small, Skye, please be sure to tell Jemma. She'll be able to help you, or get word to me, and we'll try to figure it out."

"Ellie, everything's gonna be-"

"And you should also be…careful as well."

The way Ellie was looking at her made Skye think that she wasn't just talking about taking it easy for a while. "What do you mean?" she asked cautiously.

Ellie briefly glanced up at the ceiling and grabbed onto Skye's hand, dragging her outside of the hangar doors. The distant rumble of the plane engines nearly drowned out Ellie's voice as she leaned in closer. "I didn't want to risk saying anything in case anyone was listening. There are probably ears everywhere."

Now Ellie was scaring her. "Risk saying what?"

"The drug is gone, Skye, as well as its source and all of my research. It was destroyed along with the Guest House. But that doesn't mean that HYDRA won't stop at nothing to get it."

Skye was confused. This wasn't exactly news. "Ellie, I don't-"

"There's only one remaining source of the GH-325, Skye." She paused. "Well, two, I suppose. Its last remains are-"

"In my blood," Skye finished, remembering how FitzSimmons had wanted to send her blood samples to HQ to study the drug further. "And Coulson's," she realized, a new kind of fear settling into the pit of her stomach.

"Exactly," Ellie said. "So I would just…advise you to keep its identity between you and the team. At least for now. If anything happened to you or Agent Coulson, I would never be able to live with myself."

"I don't think that'll be a problem, Ellie," Skye assured her, smiling. "We were keeping it in-house anyways."

Ellie closed her eyes in relief. "Oh. Good. Yes, well, you should still-"

"Wait," Skye held up a hand, her mind racing. "If you created the drug, then you know…where it came from."

Ellie looked pained. "Yes, Skye. Well, sort of. I mean…that's why I was so nervous when I'd heard you'd been administered the drug. I mean, studying extra-terrestrial DNA is one thing, but combining it with human DNA, despite its medical possibilities, is an entirely different matter."

Skye's eyes widened. "So it _was_ alien then? You mean you actually saw it?"

She hesitated before nodding.

"Ellie, this is huge!" Skye didn't even know where to begin. "I mean…did you…do you…where did it come from? What kind of alien was it? Did you-"

Ellie was shaking her head. "Skye, you forget that in the midst of my research, I was also a student at the Academy. I wasn't even a legitimate S.H.I.E.L.D. agent yet. I wasn't told where the extra-terrestrial came from, or anything about it for that matter. All I was told was that its blood had been used as part of a research project in exploring new methods of cell regeneration. My professor and I used the earlier versions to develop the GH-325. Its implications are…astounding, Skye. I mean, you said yourself that Agent Coulson _died_ and the drug was able to repair his damaged heart tissue. Can you even imagine what this could do for the medical world? Cancer research would explode, not to mention-" She stopped, seeming to realize that she was getting off-track. "But anyways, that's not something that we should be focusing on right now. Maybe in the future, if you wanted, of course, you could help us restart the project. But with HYDRA still out there, I'd feel much better knowing that you and Agent Coulson were safe."

"Safe isn't exactly part of the job description, Ellie."

"I know, but just…try to be careful? Please?"

Skye laughed. "Okay, Ellie." She grew serious when she saw how worried Ellie was. "I promise. But the same goes for you, all right?"

Ellie nodded, looking relieved. Her eyes traveled to somewhere over Skye's shoulder. "Agent Coulson," she said with a smile.

Skye turned around to see Coulson approaching them with another man. "Ellie, I'd like you to meet Agent Shaw." Ellie stepped forward to shake Shaw's hand. "He's going to be in charge of making sure you arrive safely. He's a good agent. You can trust him."

"Pleasure to meet you, sir," Ellie said respectfully, but Skye could tell that she was a bit wary to be leaving with someone unfamiliar, especially considering the last time she'd been left alone with a superior officer, he'd turned out to be HYDRA.

Coulson turned to Shaw. "Ellie's safety is your top priority. I'll be expecting a full report upon your return. And if I find out that you're HYDRA, or that you put her in danger, or that for any reason at all she didn't arrive exactly when she was supposed to, I will find you, shoot you in the kneecaps, and drop you in Garrett's cell at the Fridge, where you'll have to listen to him tell the same stories over and over again for the rest of your sad existence."

Shaw didn't even blink. "Understood, Agent Coulson."

Coulson nodded before facing Ellie again. "Now, you have everything you need, right?"

She smiled at him. "Yes, sir. And thank you again for everything you've done for me. I really can't tell you how much I sincerely appreciate it."

"Anytime, Ellie. We're just glad you're safe." He glanced at Shaw. "She's all yours, Agent Shaw. Have a safe flight." As he turned to walk away, he looked at Skye. "Skye, meet me in the control room in ten. We've got a lot of work to do."

He waited for her silent agreement before heading back inside the building.

Skye sighed, turning to Ellie to give her another hug. "I'm really gonna miss you, Ellie."

"I'll miss you, too, Skye. When this is all over, we'll definitely have to have a girls' night. You, me, and Jemma. And maybe even Agent May."

Skye snorted. "Not sure about the Cavalry joining us, but other than that, sounds like a plan."

As she pulled away, Ellie turned to Shaw, who'd been standing politely off to the side. "Are you ready to go, Agent Simmons?"

Ellie hesitated before nodding and giving him a smile. "Yes, sir, of course. Lead the way."

Skye watched them head towards one of the smaller planes, praying that everything would go smoothly. Ellie had been through enough suffering to last a lifetime. She deserved to be somewhere where she didn't have to constantly look over her shoulder, with people who appreciated her brilliance and wanted to use her research for good instead of evil.

She sighed as they disappeared from view and headed towards the control room, ready to help Coulson salvage as much of S.H.I.E.L.D. as possible. If Ellie could find the strength to move forward after everything she'd been through, so could they.

* * *

Ellie looked around in amazement as she was led through the atrium. The woman in front of her glanced over her shoulder. "Sorry about the mess. We're kind of going through some renovations right now, and we've been processing in a few other former S.H.I.E.L.D. agents, so it's been a little hectic."

Ellie didn't mind at all.

When Agent Coulson had told her where she was going, Ellie had expected to have to go through about a hundred different checkpoints, not only because of her history with S.H.I.E.L.D. but also because the people she would be working with were still unaware of his survival. She hadn't originally understood why Agent Coulson had wanted to keep his survival a secret, but she trusted him enough to respect his wishes.

She'd boarded the plane with Agent Shaw under the expectation that she would have a long few days ahead of her. Ellie had been a little nervous (maybe more than a little nervous) about being accompanied by someone she didn't know, especially after what had happened with Sitwell. But Agent Shaw was as polite as ever, if a bit on the quiet side. She originally sat with him in silence on the plane, but Ellie had never been very good at staying quiet for too long. It took a few botched attempts, but after a while, they fell into a nice conversation, and when she made the shocking discovery that he actually specialized in deep undercover operations, she managed to convince him to tell a few of his stories. His retelling of a time when Jemma had removed an intel-containing capsule from his nasal cavity after a mission in Siberia, as well as when Jemma had terrified the man by telling him not to breathe as she did so, had Ellie in stitches she was laughing so much.

The flight itself had been rather uneventful, and they arrived without any problems. Agent Shaw had encouraged her to sleep for the last few hours of the trip, and even though she hadn't been very tired, she'd managed to get some rest. When they landed, she braced herself, expecting to have to go through intense briefing, perhaps even interrogation, before she would be even allowed inside the building.

What Ellie had never expected was for Agent Shaw to escort her straight to the door, where she was met by the CEO of the company herself.

Ellie tried not to appear too star struck as they raced to catch one of the lifts.

"Now, I don't want you to be nervous," she told Ellie, pressing the button for the top floor and swiping her security card. "We're very excited about you joining us here. I mean, your work has been…_very_ impressive, and you came highly recommended from Agent Martin over at the Division. When he told me about you, I thought…you know, _you_ are what this company needs. Especially right now with all the crazy that's been happening." She paused, an apologetic smile on her face. "But the big guy can be a little…shy…around new people."

In the back of Ellie's mind, she distantly wondered if "shy" was the appropriate word to describe him, at least from what she'd heard. But the forefront of her mind was mostly filled with alarm. "You mean we're going to see him?" Ellie asked, and inwardly cringed at how high her voice sounded. "Right now?"

"Don't worry," she was reassured. "It'll be fine. Just be yourself. And whatever you do, don't let him intimidate you."

Ellie surreptitiously ran her fingers through her hair and briefly looked down at her attire as they rode up the lift. Miraculously enough, Agent Coulson had found her trunks in the deep recesses of the closet in Sitwell's office, and reasoned that he'd probably been prevented from getting rid of the evidence by his untimely death. She was still too thin for her clothes to fit properly, but she was glad to be wearing her own clean things again. And even though she'd had the presence of mind to dress somewhat professionally, she wasn't sure she would've chosen this particular outfit for this particular meeting.

Ellie took a deep breath as the lift reached the top of the building and they stepped out into a huge office.

"There he is. Working hard, as usual."

The man in front of them was leaning back in his chair, resting his feet up on the desk. "I am working hard. I'm working very hard," he muttered with his eyes closed. "You see this?" He pointed to his head. "I'm thinking, this is a very important part of the process, I'm just getting in the-"

He opened his eyes and stopped talking abruptly as his gaze fell on Ellie. "Sorry, sweetheart," he said as he swung his legs off the desk and walked over to one of the many machines that littered the office. "Day care's on the third floor." He took a pen from behind his ear and started fiddling with one of the parts. "Ms. Potts, would you be a doll and show her downstairs? You've always been better with kids anyways."

"Tony," she replied with an overly enthusiastic smile. "This is the girl I was telling you about. Remember? Remember that conversation we had?" Her smile didn't falter, but her eyes seemed to harden a little. "Like, less than an hour ago?"

Tony Stark tapped the pen on his lips, looking deep in thought. "You know, yeah, there's something in there. Oh!" He turned to face them. "That's right. You know what _I _remember? I remember telling you I didn't need another assistant. The last one turned out to be a _spider_, Pepper."

"_Doctor_ Simmons," Pepper ignored him, "will be joining us here effective immediately."

"I don't remember approving of this decision-"

"It wasn't your decision to make-"

"Well, it kind of was-"

"Because, after all, I _am_ the CEO-"

"A position that _I_ gave you, by the way-"

"Yes, you did," Pepper said loudly, still smiling. Tony's arguments faded. "Because somewhere deep down inside you trust my judgment. And _I_ think…she'll be great here."

Tony held Pepper's gaze for a few moments before his eyes darted over to Ellie. She pushed down her nerves and took a confident step forward, holding out her hand. "Mr. Stark, sir, it is an absolute honor to meet you. I cannot tell you how grateful I am that you and Ms. Potts have decided to take me on." Tony simply stared at her, ignoring her hand, and Ellie quickly reached into her bag. "If you have any doubt at all about my credentials, sir, I hope that this will help alleviate some of your reservations." She pulled out the file that Skye had helped her compile from S.H.I.E.L.D. records and held it out for him to take.

He didn't even glance at the papers. "I don't like being handed things."

"Okay," Pepper said, stepping forward to take the file from Ellie's hands. "All right, Tony, be nice. I think you'll find that you and Dr. Simmons have a lot in common, actually."

"Yeah, I think that's a little reaching-" he began, and then looked down in confusion at the file that Pepper had somehow opened and placed in his hands.

"She has a PhD from Cambridge-"

"Tally ho."

"She graduated at the top of her class from SciTech-"

"Oh, you mean the, uh, the Academy of that one organization that was revealed to be run by Nazis for the last 70 years?"

"She has experience in studying Chitauri weapons and developing antibiotics from _alien DNA_…"

"Because messing with things from outer space has _always_ been an awesome idea-"

"And…" Pepper paused. "She refused to give into HYDRA's demands to work for them, even when they kidnapped and tortured her. For weeks," she finished quietly.

Ellie waited with bated breath for his reaction. For a few long moments, his fingers tapped the edge of the paper. He appeared to be skimming her file, but Ellie could tell that his eyes weren't moving.

She heard Pepper take a breath. "So…I think that-"

"Yeah, I just have a, uh, few questions…" Tony interrupted her. He held the open file out in his hands and squinted. "Eleanor." He snapped the folder closed and handed it back to Pepper before turning to Ellie, his arms folded. She tried not to back away from his intense stare.

"Yes, of course, sir. What can I-"

"If you've dealt with Chitauri weapons, then you know about the problem with the quantum tunneling effect. How would you propose stabilizing it? What would be the implications of doing so?" She had her mouth open, but he didn't allow her to answer. "Alien DNA and antibiotics? You really think that's a wise combination? I mean, jeez, we only just managed to send them back home, you really wanna poke the bear?" The questions were coming so quickly out of his mouth, Ellie was having a hard time keeping up, but she managed to hold his gaze as he continued. He didn't even take a breath. "You say HYDRA tortured you? Why did they torture you? What did they want? How did they torture you? Did it hurt?"

"Tony…" Pepper admonished, but he wasn't stopping.

"What exactly is your opinion on the controversial Hydroxenodiffraction Theory? What kind of tea do you drink? 'Cause I'm assuming you do drink tea, right? I mean, are you actually physically capable of not drinking the stuff? Really, I wanna know."

"Well, maybe if you'd actually let her get a word in, Tony-"

"The world has been turned upside down," he cut her off, finally taking a breath. His voice grew quieter, but he was still staring at her with an unwavering intensity. "Your organization is in pieces, and all of your secrets have been laid out for everyone to see. S.H.I.E.L.D. was not what we thought it was. People we knew, people we trusted, betrayed us and left us to fend for ourselves. So answer me this. How can _I_…trust you?"

Ellie felt overwhelmed, but she stood her ground. She looked him in the eyes, prepared to stand up for herself, but she saw something in his expression that made her pause. "You can't," she said simply.

Tony blinked. "Come again?"

She exhaled slowly. "Mr. Stark, I understand your misgivings about me, as well as those of S.H.I.E.L.D. Now, I could stand here all day and tell you about how I'm a trustworthy person or that I've never kept secrets or that I didn't, knowingly or otherwise, give aid to terrorists. But none of that would make a difference. You can't trust me, nor should you. At least not yet. Trust has to be earned, and frankly, I've done nothing to earn yours."

Tony looked like he was about to interrupt her, but she pushed forward. "Sir, all I'm asking for is a chance. A chance to earn that trust. If you take me on and I don't work up to your standards, then by all means, turn me out. But I think you'll find that my qualifications are not the problem."

He looked confused. "I don't-"

"You asked about how I would propose stabilizing the quantum tunneling effect. But it's already been stabilized, hasn't it? When Dr. Selvig used iridium as a way to harness the Tesseract's power, he virtually ensured our ability to achieve heavy ion fusion using its energy. I mean, obviously and quite literally, the implications are out of this world. But thus far, nothing good has happened when we've played around with Tesseract-fuelled technology, which is why, if it were up to me, I would shut down all projects associated with its power until we know more about how to control it. It's too risky, at least right now. As for developing vaccines from extraterrestrial DNA…sir, do you even understand how groundbreaking that would be? These creatures have antibodies that we've never even seen before, and if isolating their enzymatic activity could be helpful in targeting human viruses, then I think we owe it to the world to at least explore those possibilities. Of course, there are ethical complications associated with doing so, as I've had to discover the hard way, but we're close, we are _so_ close to understanding something truly extraordinary."

Her voice became stronger as she continued to speak. "Yes, HYDRA tortured me. They wanted me to develop a drug with the ability to regenerate blood cells, a drug I had already created, a drug that was used on people without my permission or consultation. When I refused, they subjected me to…" She hesitated for a split second and cleared her throat. "Electroshock therapy. Experimental electroshock therapy that used self-sustaining plasma taken from Chitauri weapons. Yes, it hurt, but not more than it would have hurt to live with the knowledge that I'd let them hurt anyone else."

Tony continued to stare at her, and even though she had no idea what he was thinking, she could tell that he was still on the fence about her. She powered forward. "I cannot give you my opinion on the Hydroxenodiffraction Theory, sir, because it's not something that exists, nor is hydroxenodiffraction even a word. I prefer Earl Grey, but I've made the shocking discovery quite recently that I actually do not need to drink tea in order to function. Somehow being tortured has a way of opening your eyes to earth-shattering realizations such as that one." She took a breath. "And…I prefer being called Ellie. Sir."

Ellie's heart pounded. She couldn't believe she had just talked back to Tony Stark. If he hadn't wanted to hire her before, he sure as hell wouldn't be jumping to do so now. She tried not to show any outward signs of her self-disappointment, and made sure not to break eye contact. If she wavered at all, any points she had made would be automatically invalidated. After what felt like hours, she saw the tiniest change in his expression as the right corner of his mouth curled up slightly. He finally glanced away from her and gave Pepper a small nod before turning around and heading through a door on the other side of the room.

She looked over at Pepper in confusion, and was surprised to see her grinning. "Wow. A smile _and_ a nod. He must really like you."

Ellie was momentarily speechless. "That…" she gestured vaguely behind her to where Tony had disappeared. "That meant he…liked me?"

Pepper laughed. "Trust me, he takes a little getting used to, but you would know if he didn't like you. It's not every day that people stand up to him. Well, except for me, of course. I think you surprised him. You surprised me, too, if I'm honest. That was pretty badass."

Ellie's cheeks burned, but thankfully Pepper didn't wait for her to respond. "Come on," she said as she started heading back towards the lift. "I know you've probably had a long day, but I want to get the designs in for your lab by tomorrow morning so the crew can get started right away."

Ellie's mouth hung open. "_My_ lab?"

Pepper smiled at her. "Yes, of course. We don't have an astrobiology division yet, Dr. Simmons. We were hoping that you could help us start one."

Ellie shook her head in astonishment. "I honestly have no idea what to say. Thank you, Ms. Potts. I hope I'll be able to work up to your expectations."

"Oh, I know you will," Pepper said as they exited the lift on the ground floor. "And please. None of this 'Ms. Potts' business. It makes me sound like that awful singing teapot from _Beauty and the Beast_. Feel free to just call me Pepper, okay?"

Ellie couldn't believe that she was going to be on a first-name basis with Pepper Potts, but she smiled and nodded in agreement. "Yes, of course…Pepper."

"Good. Now," she said, leading Ellie down a side corridor. "I'm taking you to our main tech lab to introduce you to one of our guys over there. He'll help you make a list of the equipment you'll need for your lab, and then we'll head up to my office where we can draw up the specs." She paused. "And I suppose we'll probably want to eat sometime, so I'll have Bambi run out and get us something. You know, I'm really craving Italian right now." She turned to look at Ellie. "What about you?"

Under normal circumstances, Ellie might have simply smiled politely. But Pepper had such an infectious personality that before she could stop herself, she groaned. "Goodness, I haven't had a proper meal in ages. Italian sounds absolutely heavenly."

Pepper laughed appreciatively. "You know, I think you and I are going to be good friends." But as they reached the sliding glass doors of the lab, Pepper stopped to face her, and Ellie could see a little sadness flash through her eyes. Great. The last thing Ellie wanted right now was to be pitied.

"Dr. Simmons…" she began, and then smiled. "Ellie. I hope you know that even though we're hiring you immediately and today we're getting everything ready for you to join us…we're not expecting you to start working right away."

Ellie opened her mouth to object, but Pepper held up a hand.

"You've been through a hell of an ordeal recently, something a lot of people wouldn't even be able to walk away from. We want you to focus on getting better first. It'll take some time for the crew to build your lab, so we'd like for you to take that time to recover."

"I appreciate your concern. Really, I do. But I can assure you that I am ready to begin without delay."

"Even so…Ellie, you just said yourself that you haven't even had a proper meal yet. That's…that's crazy. We can't expect you to jump right in when you've only just gotten away from HYDRA."

"But-"

"Look, I'm not going to stop you from working if it's something that you really want to do. You and Tony actually have a lot more in common than I thought. But I do ask that you take at least _some_ time for yourself. All right?"

Ellie hesitated before nodding. "Well, I suppose it does make sense. I'll need a little time to find a flat, of course, and get settled in, so-"

Pepper's eyes widened. "Oh, God. No, no, no, Ellie, that's not what I meant." She took a breath. "You won't have to worry about any of that, okay? As long as you're here, we'll make sure you have everything you need." The lab doors whooshed open as they stepped inside. "We've already got a place for you to stay, and…" she glanced at her watch. "Your bodyguard should be just about ready to meet you."

Ellie was still reeling from the fact that Stark Industries was already taking care of her so well, even though she hadn't done anything to deserve it yet. She knew that Agent Coulson had called ahead (through a few backchannels, of course), but she hadn't expected such a warm welcome. And she definitely had not expected to be given a...

"Bodyguard?" she asked in surprise.

Pepper gave her a rueful smile. "We don't want to take any chances, Ellie. Agent Martin said that your security should be our priority, and I have to agree with him. If HYDRA wanted you before, they'll probably want you again. And we'd never want you to be afraid for your safety while you're with us. So you'll have round-the-clock protection from the best of our best. Now, your bodyguard is actually pretty new to our security team, but don't let that scare you. He passed all of our entrance tests with flying colors, he admirably withstood our fairly intense interrogation procedures, and our very own Happy recommended him specifically when I asked. You'll be in good hands, Ellie. But please, if you have any problems at all, don't hesitate to bring it up with me or any of the other security guards. We want you to be safe, but we also want you to be comfortable."

Ellie wasn't quite sure how she felt about having a bodyguard, but she had to admit that with HYDRA still out there, it would be nice not to have to constantly look over her shoulder. She felt her eyes prick with tears, so she tried to blink them back as she smiled at Pepper.

"Thank you, Pepper. Really. I know I probably sound like a broken record, but you have no idea how truly grateful I am for everything you've done for me."

"It's our pleasure, Ellie. We're very happy that you've decided to join us. Like I said, I think you're just what this company needs right now." Pepper turned to face one of the technicians that approached them. "Ellie, this is Kyle. He'll help you compile a list of the tech you'll need for the lab while I head over to security. Be back in a few." She headed towards the doors. "Don't have too much fun," she called over her shoulder.

Ellie smiled nervously over at Kyle. He gave her a brief tour of the lab and after a couple minutes of showing her all of the resources Stark Industries had available for her use, Ellie started to relax a little. The opportunities she was being given here were more than she could have ever imagined. She was suddenly glad that she hadn't run away after escaping from HYDRA. If she had, she didn't think she would have had the strength or the courage to continue her work. It would probably take some time for her to completely move past what had happened to her, and she might not ever be able to completely move on. The world around her was ever changing, but maybe with the help of this new position, she could still find a way to make it a better place. In any case, it was certainly the job of a lifetime.

And from what she could tell so far, she was definitely going to like it there.

At one point, Kyle left to check on the progress of one of his projects, leaving Ellie at one of the lab benches near the doors. While she waited for Pepper to return, she continued working on the list of equipment she'd need. She started with the basics, not wanting to sound too greedy, but Kyle had assured her that it would take a lot for her to go over budget. When she felt she had made quite a substantial list, she heard the doors open behind her and the sound of footsteps approaching.

"Dr. Simmons?"

Ellie's hand froze, the pen stopping in mid-word on the page.

She knew that voice. It was the voice that had been in her head for so long, the voice she thought she'd never be able to erase from her subconscious. Hearing that voice so clearly right now was…impossible. Surely she was hearing things that weren't there. But then the same voice spoke again.

"I'm sorry. Are you Dr. Simmons? Or do you know where I can find her?"

She didn't want to turn around. She knew that if she turned around, her heart would shatter all over again. It couldn't be. It was impossible. Surely it was just someone who sounded like him. It took all of her strength to turn on her heel, and when she did, she could've sworn her heart stopped.

He immediately stepped closer to her. "It is you. Oh, good. I gotta say, it's an honor to finally meet you."

Somehow, Ellie found herself shaking his hand as he introduced himself as her bodyguard. Her vision was blurred with tears, but when she looked into his face, she could tell that even though he was smiling at her politely, he didn't seem to recognize her. Did he seriously not remember?

"Ah, crap," he grimaced, looking at her left shoulder. Despite her shock, she glanced down and looked back up at him in confusion. "You…you don't have a badge. The head of security here…he's pretty uptight when it comes to the whole badge thing."

Ellie barely registered anything he was saying, too busy searching for a sign of the person she knew in his face, any sign that he remembered her at all. Just when she was about to lose all hope, he smirked at her, a mischievous glint in his eyes. The next words out of his mouth erased her doubt, despite its impossibility.

"We'll have to go get you that badge right away. Because otherwise…you, missy, will be in big trouble."

FIN

* * *

**A/N**: Thank you so much to everyone who has taken the time to read this story. This whole experience has been absolutely mind-blowing. What started out as a little fluffy thing about the possibility of Simmons having a sister exploded into what it is right now, which is probably the craziest thing I've ever done. (By the way, I still think that Simmons is an only child.)

I know that putting original characters in fanfiction is a risky business, because not only is it hard to follow along with original characters, it's also hard to become invested in them or care about them. So really, I truly thank you for reading. Kudos to you for sticking with Ellie for so long.

Even though I know my story is a little out there, I hope that by the end, it flowed somewhat believably into Providence. I also apologize for the little cliffhanger at the end, but as we all know, the Marvel Cinematic Universe doesn't approve of tying up _all_ loose ends. ;)

I'd like to give a big shout-out to my sister Chloe for 1) being an awesome sister, 2) being my beta reader, 3) lending her amazing voice to the soundtrack, and 4) being the original inspiration for Ellie. The character was actually originally supposed to be named Chloe, but my sister convinced me to name her something else. Which I'm so thankful for, because that way Ellie was able to become her own character. A lot of the scenes between Simmons and her sister were based loosely on things that have happened between my sister and me, but like I said, Ellie became her own character. I fell in love with writing her, and it's very bittersweet for me to say goodbye to her.

Another shout-out to Gabriella, for putting up with me and also pointing out that "From the flames of the past, we burned. Out of the ashes, we rise," is _not_ basic conversational German. :)

I'd also like to thank Christopher, one of my awesome reviewers. His comments were so incredibly helpful, as well as encouraging, that they helped me shape the later chapters, not to mention actually make it through to the end of the story.

Below is the track listing for Part Two's soundtrack, which can be found on 8tracks (under the username msdevindanielle). These are just a collection of songs that I was inspired by while writing this. It's in some semblance of a chronological order, but most of the songs can be applied to more than one scene/character, so feel free to make your own interpretations.

1. Dead in the Water - Ellie Goulding

2. Hydra - Henry Jackman

3. Dark Days - Punch Brothers

4. Story of My Life - One Direction

5. Relax My Beloved - Alex Clare

6. Terrible Love - Birdy

7. Someone to Die For - Jimmy Gnecco featuring Brian May

8. The Fighter - Gym Class Heroes featuring Ryan Tedder

9. Hey Brother - Chloe Elizabeth

10. Pride - Syntax

11. Alive - Gabrielle Aplin

12. Atlas - Coldplay

13. Keep Your Eyes Open - Needtobreathe

14. I Believe - Christina Perri

15. Marchin On - OneRepublic

Thank you again from the bottom of my heart!

Much love,

MsDevinDanielle


	13. Genesis

**A/N**: Here is the first chapter of Genesis, set after the events in Beginning of the End. Even though it can serve as a stand-alone story, it can also act as a companion for From the Flames of the Past/Out of the Ashes, in the sense that some of the events may be referred to and some of the characters may make appearances. ;) The rest of the chapters will be published under a separate story.

Thank you for reading (if you so choose) and, as always, feedback is very much appreciated! :)

* * *

The soles of his shoes clacked along the marble floor as he made his way towards the conference room. Just before he strode through the doors, he paused to check his appearance in the mirror, straightening his jacket and making sure to leave the top two buttons of his crisp white shirt undone. He had no doubt that they would be able to see through his confident façade, but the outcome of the meeting hinged on his unwavering assurance.

He didn't need to see his head of security in the mirror's reflection to know that his employee was anxious.

"Mr. Quinn, they're…pretty impatient to speak with you."

Ian Quinn plastered a smile on his face before turning around to slap him on the shoulder. "It's all about the presentation, Smith. Relax. I'm a businessman. This is what I do. Trust me, once they see that I got it to work, they're gonna be _begging_ me to take their money."

Quinn could tell that Smith didn't quite buy it, but he kept his reservations to himself and gave a respectful nod in response.

After one last glance in the mirror, Quinn stepped through the open doors and held out his arms. "Gentlemen, sorry to keep you waiting, but I-"

For the first time in his entire career, Ian Quinn was interrupted by a barrage of voices talking over him. He spun around the room in confusion, holding up his hands in a gesture of conciliation and trying not to appear too alarmed. Thankfully, the meeting was being held over teleconference, so Quinn Worldwide's most generous investors didn't physically have access to him. From the angry looks he was being given via each of the seven screens in the room, as well as the words being shouted at him in a multitude of languages, none of them would have hesitated to wring his neck.

It wasn't long before the translators began adding their voices to the mix. Quinn attempted to interject, only to be met with opposition on all sides.

"-the audacity to request a meeting after all that's happened-"

"-better get my money back, with interest, or so help me-"

"-if you think you can just waltz back onto the market without so much as an explanation-"

He tried once more to gain control of the situation. "Gentlemen, please, if I could just have your attention-" But the voices continued to shout over him. Ian Quinn's silver tongue, once able to persuade the most resolute benefactors out of millions at the drop of a hat, was rendered useless against his shareholders' indignation.

He wasn't about to give up so easily, though. He quickly motioned for Smith to skip to the presentation. He had planned the big reveal with much more flourish and theatricality, of course, but he was smart enough to know that he couldn't afford to hold back at this point. This was his last chance. If they weren't completely convinced of his success, if they didn't see the benefit in what he was trying to do, he would lose everything. The very thing he had worked over half of his life towards would amount to nothing.

Smith dexterously input the security code into a side panel. The wall behind him, which had until that moment been occupied by a very rare, expensive painting Quinn had bought on a whim, slid open to uncover a glass case. A silver amorphous substance was suspended behind the partition, enclosed within a full-sized circular generator.

All at once the clamor of voices died down.

Quinn turned back around to face his audience, making sure that the spectacle behind him was in full view of the camera. "That's right, gentlemen. We've found it." He allowed his words to sink in for a moment before continuing. "The gravitonium is not just some theoretical concept scientists came up with in a lab far away from the real world. It wasn't just a ploy I devised back in Malta to take your money. No, _this_…" he said, gesturing at the case, "is real. It's real, and it works."

One of his shareholders began speaking in a language Quinn thought sounded like Arabic. His interpreter was quick to translate. "Mr. Zaghlul thinks that this is an impressive show, but-"

"Qasim," Quinn smiled, clasping his hands together. "It's been too long. How's Nadrah doing? Still beautiful as ever, surely."

To his surprise, Qasim's scowl remained intact, a stark contrast to the architect's usual response whenever his wife was brought up in conversation. His translator continued as if Quinn hadn't spoken.

"_But_ you must assume we all live under rocks if you think we are unaware of what has only just occurred in Florida. That Cybertek fiasco-"

"Was the work of a madman," Quinn replied, trying to make sure his voice remained calm. "A lunatic." He stepped forward, addressing all of the screens. Despite the looks of disapproval he was receiving, he was pleased that he had still managed to get their attention. He took a breath. "John Garrett made many great contributions to the world, namely his work in the exposure of S.H.I.E.L.D. as a corrupt institution. In doing so, he paved the way for companies like ours to get back to what we set out to do. Do you remember what that was? We dedicated our time…and our wallets," he smirked, relieved to see a few faces relax, "to the _pursuit of progress_. Without infringement or regulation. But…ultimately, the technology within John Garrett's system drove him to insanity. What happened in Miami was a disaster, yes. And am I disappointed? Of course! Quinn Worldwide has done business with Cybertek for _years_. No one regrets that loss more than I do, I can assure you. But gentlemen," Quinn paused, looking behind him at the gravitonium. "We don't need Cybertek anymore. We've got everything we've ever worked for right at our fingertips."

"Right at_ your_ fingertips," a voice spoke from one of the screens, and Quinn recognized the head of one of the largest steel companies in the world. "Or have you not forgotten that when your assets were frozen, _we_ were the ones to suffer?"

"Mr. Kimura, believe me when I say that all of that is in the past. I've been given a clean slate, if you will."

"Is that why you're hiding out on an island in the middle of nowhere?"

Quinn smiled. "Let's just say that wherever I am, they can't touch us. More importantly…they can't touch _this_," he gestured to the gravitonium. "But I'm not going to bore you with talk of logistics," he said, waving his hand. "Correct me if I'm wrong, but I'm guessing you all want to see a little demonstration."

He casually reached into his pocket and pulled out a small spherical object. The tiny amount of gravitonium glistened in his palm as he held it out for everyone to see. "Behold. One of the very first prototypes of the generator you see behind me. This little beauty right here was able to upend a semi going 60 miles an hour like _that_," he snapped his fingers. The faces around him didn't seem completely won over, but they sure did look curious. Curiosity was all Quinn needed.

"Now, gravitonium is pretty tricky to deal with, unless you know what you're doing. Thankfully, I do," he chuckled. "You see, on its own, the flow of the element is isotropic, which is just a fancy scientific word to say that the gravity fields remain uniform all around it. But when I apply an electric current, the rules of gravity…change. Up until now, the effects have been random. With a little tinkering, though, we've managed to control the fields. And I'm sure you're all gonna want to see this."

Quinn nodded over to one of his technicians, who was standing hesitantly near the control box. "Um…sir?" he murmured quietly. "A word?"

Quinn's mouth twitched upwards slightly, which was the only outward sign of his panic. Didn't all of his employees know how important this was? How pivotal this moment was in tipping the balance in their favor? He managed to freeze a smile in place before turning back to his impatient shareholders.

"Just…one moment, please," he said, holding up a finger before briskly walking over to the box. "What's the problem?" he hissed.

"I'm sorry, sir, it's just…we've only tested out the fields on the prototype. Are you sure it'll work for this one?" Quinn could tell that the technician wasn't trying to be doubtful, but as he glanced at the rest of his security team assembled near the doorway, the fear of what a twelve-foot particle generator could accomplish shone brightly in their eyes.

"Don't worry," Quinn reassured him, exuding the confidence he knew they needed to hear. "I triple-checked all the calculations myself. The same substance that fuelled the prototype fuels that machine right there," he said, pointing to the object behind the glass. "It'll work. Now I need you to do your job."

"Yes, sir," the technician replied, his eyes cast downwards.

"Good man," Quinn smiled, clapping him on the shoulder. He spun around to face the jury that would decide his verdict. "Let's get this show on the road then."

He heard the noise of a few beeps behind him, shortly followed by the soft hum of the generator beginning to move. Despite the gravity of the situation, Quinn could feel the excitement course throughout his body. After all of the setbacks and difficulties he had gone through to get to this moment, he was finally going to show the world his success.

"And…we'll send a current through…now." The generator pulsed with blue light as the electricity crackled through the apparatus, and the gravitonium solidified, hovering in its center. "All right, Madigan, let's start off with something simple." He grinned as he reached over to a side table and grabbed three ball bearings. "Decrease the number of gravitons within a one-millimeter radius of anything under a gram."

Almost immediately, the ball bearings began levitating above his hand. He stepped backwards so that his audience could see that they really were floating in midair.

Most of the shareholders still looked fairly unimpressed, but he noticed a few of them leaning forward to better see the display. Quinn smiled again. "You know what? That's lame," he said, swiping away the ball bearings so that they drifted to the side of the room. "Let's step it up, show you what this baby can _really_ do."

He nodded to Madigan, who was busily configuring the gravity fields to his measurements. After a moment, Quinn felt himself being lifted up into the air. As he looked around the room, he was satisfied to see everyone's faces lit up in awe. He held out his arms, and the increasing drone of the machine ringing in his ears gave him renewed energy. "What you're looking at right now is the future. No more will we be subjected to the red tape that has bound us for so long. The balance of power has now been shifted to us. This is the birth of a new era, a new-"

Quinn's voice was cut off by the sound of rapid beeping coming from behind him. His smile froze on his face again, and he tried to cover up his alarm with a laugh. "Okay, Madigan, you can, uh, lower me back to the ground now."

"Sir," he replied quietly. "It won't stop accelerating. The fields-"

"Then turn it off," Quinn ordered. "Now."

Madigan frantically pressed a few keys. The machine behind the glass continued to whirl, increasing in speed. After a few agonizing seconds, the technician looked up at Quinn, his face a mask of terror. "I can't," he mouthed, shaking his head.

"Is this what you call working?" Quinn heard one of his shareholders ask.

Quinn turned back to the screens in the room. "We're just having a few technical difficulties, but I can assure you, the gravitonium-"

He was interrupted once more as he suddenly dropped to the floor. The generator continued to whirr behind the glass, accelerating as the screens turned black and the lights in the room flickered off. Quinn quickly regained his footing. "What the hell is going on?" he demanded.

"Sir, the compound's lost power."

"Damn it," Quinn breathed as his eyes flicked over to the still-spinning gravitonium, the silver substance providing the only light in the dim room. He pointed to one of his men. "Get Tartleton in here," he shouted over the roar of the machine. "Tell him we need to manually shut down the generator."

Before any of his men could move, the glass window shattered outwards, forcing Quinn to the ground. As silence fell on the room, he used his elbows to crawl near the doorway, wincing at the sharp edges cutting into his arms. "Smith, get the chopper ready. We have to evacuate again."

Smith moved to help him up, but Quinn swatted his hand away in annoyance as he gingerly picked himself off the floor. "Didn't I tell you to-"

Quinn immediately stopped talking, his eyes falling on the gaping hole at the back of the room. The generator had stopped moving, which would have been good news if the gravitonium hadn't given him an even bigger problem.

It was completely gone.

"Where's my gravitonium?" Quinn asked slowly.

"With all due respect, sir…maybe you should do more testing before trying a demonstration. I mean, this is like the third time-"

"Shut up, Smith," Quinn muttered, turning around to give him a glare.

"You should listen to him, Ian," a voice spoke from behind him. Quinn felt a chill run down his spine as he slowly spun on his heel. The voice continued to speak from the shadows. "That always was your problem, after all. So eager to show off to the world without giving thought to the consequences of your actions, to who or what might get hurt in the wake of your failure."

Quinn strained his eyes to better see the newcomer, not daring to believe his ears. All at once the lights came back on, and Quinn felt his jaw go slack.

"That's…not possible."

* * *

"You're fidgeting again."

Skye tried not to groan in frustration. She really did. But she'd been sitting in the Bus's cargo hold for what felt like forever and five o'clock in the morning was an ungodly hour and she couldn't figure out how to turn her damn thoughts off and she was pretty sure her left foot had fallen asleep.

"I just don't understand why we have to do this." Her eyes opened almost of their own accord and fell on the person sitting across from her. "Sorry," she mumbled as she looked down at her lap, ashamed of herself. The Cavalry had taken the time out of her own schedule in order to train her, and if Skye wasn't careful, she'd be left to fend for herself. Again.

May sighed. "Don't apologize." Skye glanced up, surprised to hear gentleness in her voice instead of the usual annoyance. "Meditation is a difficult practice, but it'll come easier with time."

"No, I get that, but I just thought you'd be teaching me how to…you know, actually fight."

May simply raised an eyebrow. "You wanted to be a Zen warrior, remember?" Skye found herself smiling, the amusement of May actually saying the phrase "Zen warrior" managing to overcome her embarrassment. "This is the Zen part."

Skye nodded, even though she still didn't really understand. She'd never been good at sitting still, and she didn't think that that would change anytime soon. May seemed to pick up on her hesitation because she took a breath. "Let me ask you something." She paused again, seeming to weigh her words carefully before she spoke. "When Agent Coulson was missing, and you left the Bus to investigate on your own, what did you do?"

Skye couldn't help but wonder if she was walking into a trick question. "I…pretended to be…you?"

May smirked. "After that. How did you find out Coulson's location?"

"I hacked into Vanchat's financials."

"And you were under pressure, right? Rathman signaled his security team and if you hadn't been successful, you would've been caught."

Skye was confused. "Well, yeah, but-"

"How about when you were at that diner with Ward?" Skye swallowed, but May didn't appear to notice her discomfort. "You didn't know how long it would be before he figured out what you were up to, or whether or not he would kill you if he did. How did you manage to signal the police?"

Skye shook her head. "Tipping us off to the cops wasn't the hard part. The _hard_ part was sitting there pretending like everything was okay-"

"Exactly," May interrupted. "Working with computers is natural for you. You don't need to think about it. It's an instinct, an instinct that kicks in _exactly when you need it to_." Something clicked in Skye's head as she finally seemed to understand what May was getting at. "When you're trying to defend yourself, there's no time to think. Instinct takes over. If you can't focus and breathe properly now, in a controlled situation, you're going to have a hell of a lot more trouble doing it out there." May paused, and Skye felt the weight of her words start to sink in. "And _that_ is why we're meditating."

Skye nodded again, finding herself strangely inspired by the Cavalry's pep talk. With a new determination, she closed her eyes and tried to clear her mind. Almost at once, his voice rang in her head.

_"You and I aren't that different."_

Damn. She was _not_ good at this.

"You're trying too hard," May said gently.

Skye sighed, severely disappointed in herself. She felt the edges of her eyes burning and looked away, blinking rapidly. There was no way in _hell_ she was going to cry in front of Agent Melinda May.

"Whenever I have trouble concentrating-" May began, only to stop short at seeing Skye's undoubtedly skeptical expression. "It happens."

"Somehow I have a hard time believing that."

May ignored her. "Do a full body check. Start from your head and work downwards. It'll give you something to focus on."

Skye took a deep breath, not really expecting it to work but resolved to at least give an attempt. She took her time, concentrating on each individual body part. Crown. Forehead. Eyes. Ears. Nose. For the first few minutes, it was actually pretty helpful. As long as she was completely focused on her task, she didn't have room to think about anything else.

The trouble came when she got to her lips.

She fought it with every fiber of her being. No matter how hard she tried, though, she couldn't help but think of the last person that had touched them.

_"Maybe I'll just take what I want, wake up something inside of you."_

Her fists clenched together as she felt bile threaten to rise up in her throat. Thankfully May noticed. May noticed everything.

"You're thinking about him."

Skye forced a laugh. "I'm thinking that strength training might have been brutal, but at least he never made me do any of this."

The look she received in reply was so familiar that Skye almost smiled. Using her former supervising officer as a basis for anything was probably not the best idea.

"Ward was never able to meditate," May said, the crinkle near her eyes telling Skye that there had probably been many attempts. "He always claimed it was physically impossible for him."

Skye scoffed. "Can you imagine? Ward sitting still for more than two minutes? I mean, God forbid if he actually has to think about all the sick, twisted, Nazi crap he's ever done. Who knows? He might've realized he was an evil douchebag long before any of us had the chance to." She'd meant to give her retort flippantly, but bitterness managed to creep into her voice near the end.

May looked hesitant. "People…believe what they need to believe-"

"To justify their actions, I know," Skye finished, rolling her eyes. "That still doesn't make it okay."

"No. It doesn't," May agreed. "But that frustration you're feeling? You need to let it go."

"I can't _not_ feel," Skye protested. "It doesn't work for me."

"That's not what I said. Meditation is not about desensitizing yourself. You don't have to block your emotions. But you _do_ have to consciously let them go when they come."

The hopelessness of the situation nearly drove Skye to abandon the task and head back to her nice, warm, comfortable bed. But if she was ever going to make something of herself, she needed to do this. She needed to prove to herself that she was capable of fighting for something she wanted. And if she could succeed where Ward couldn't, well, that was just an added bonus.

She tried once again to center herself and slow down her breathing. Her focus settled where she'd been interrupted, and as she struggled to banish any and all thoughts about kissing Ward, she began to mull over what other (better) things her lips could be used for. She used them for smiling, right? Smiling and laughing and not kissing Ward and saying nice things and-

_"We don't know all the facts."_

_"You want a fact, Fitz? Ward murders people."_

Skye suddenly felt claustrophobic, like if she had to sit there for one second longer she would spontaneously combust.

"I think that's enough for today," May said crisply.

Even though Skye wanted nothing more than to get up or run outside or scream or do _anything _other than sit in silence, she remained where she was. She opened her mouth to argue, but May seemed to know what she was going to say. "We'll continue tomorrow. It's been a rough couple of days…for everyone." Skye noticed a sadness in May's eyes that she knew was a reflection of her own. "We're all worried about Fitz."

"And Simmons," Skye added quietly.

May nodded. "And Simmons."

There was a heavy pause, and Skye tried to force away her toxic thoughts. She was about to stand up when she figured that if anyone would know, it would be the Cavalry. "Hey, can I ask you a question?"

Skye took May's raised eyebrow as an implied yes. "Do you really think Coulson can do it? Rebuild S.H.I.E.L.D., I mean."

Something indecipherable passed over May's face, but before she could reply, they were interrupted by the sound of pounding footsteps coming up the lowered gangway. Skye was surprised to see that the sun had risen to a level higher than she'd been expecting; she and May must have been sitting there longer than she'd thought. She was even more surprised to see the man jogging towards them, glistening as if he'd been running for a good hour.

"Morning, sleepyheads," Triplett greeted them, grabbing a bottle of water from the cooler and draining nearly half of it in one gulp. "It's about time you guys got up."

"Oh, shut up, Trip," Skye joked, standing up and trying not to let her face show any discomfort. Her left foot was definitely asleep. "We've been awake just as long as you have."

"That's funny," he said with mock seriousness after finishing off the bottle. "I didn't see you at breakfast."

Skye still didn't know Triplett very well, but she knew him well enough to know that he was lying through his teeth. "Yeah, right," she scoffed.

He broke into a grin. "Okay, you caught me. I was just gonna go make some actually, if you guys want to come."

Right on cue, Skye's stomach growled. "Count me in."

She and Trip collectively glanced over at May. "I could eat," she smirked.

"Sweet. We'll have to make it quick, though," Trip said as they began heading down the ramp towards the bunker. "The boss man called. Guess what we get to do today?"

Skye groaned, and she was secretly pleased to see that May looked just as excited as she felt. All of a sudden, the idea of meditating was somehow much more preferable to the day's impending activity.

Orientation.


End file.
